Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply: (i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period; (ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs; (iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law; (iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer; (v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination; (vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination; (vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and (viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (b), 8(c) during the Term hereof you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes as follows:
(i) The Company an amount equal to eighteen (18) months of your then current base Salary described in paragraph 3(a) payable in accordance with the Company’s then effective payroll practices (your “Regular Payroll Amount”) as follows:
a. beginning on the regular payroll date (“Regular Payroll Dates”) following your termination of employment, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur prior to March 15th of the year following the year in which your employment terminates;
b. beginning with the first Regular Payroll Date on or after March 15th of the year following the year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two Xxxxx X. Xxxxxxxx September 16, 2008 times your annualized compensation or two times the Section 401(a)(17) limit for the year in which your termination occurs, $460,000 for 2008) provided, however, that in no event shall continue payment be made to pay you pursuant to this paragraph 8(d)(i)(b) later than December 31st of the second year following your Salary (at termination of employment; and
c. the rate in effect balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of terminationthe final payment pursuant to paragraph 8(d)(i)(b); provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company) at the same time of your termination and in any portion of your Regular Payroll Amount that would be paid to you during the same manner as if six-month period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be paid to you had not terminated employment for on the longer earlier of one (1A) year or until the end first business day of the Contract Period;seventh month following the month in which your termination of employment occurs or (B) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 8(d)(i)(a), (b) or (c), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Date. Each payment pursuant to this paragraph 8(d)(i) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.
(ii) You shall be eligible to receive a Bonus or Pro-Rated eighteen (18) months of the greater of: (a) Target Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (iib) shall in no event exceed two times the sum average of your Salary and Target Bonus in actual annual bonus awards for the two years immediately preceding the year in which your employment is Terminated; paid in accordance with CBS's then effective payroll practices with such termination occursBonus for any year paid in the year following the year such bonus compensation is earned, but no later than February 28 of such year;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage for you and your eligible dependents provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue company paid COBRA benefits at no cost to you (except as set forth belowhereafter described) until pursuant to the earlier CBS benefit plans in which you participated in at the time of (i) the end of the Contract Period, but in no event less than twelve (12) months after the your termination of your employmentemployment or other benefit plan available to senior level executives for a period of eighteen (18) months, or (ii) if Xxxxx X. Xxxxxxxx September 16, 2008 earlier, the date on which you become eligible for medical and/or or dental coverage as the case may be from another employeran unrelated third party or enrolled in retiree medical coverage provided by the Company; provided, that, during the period that the Company CBS provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company CBS may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments Term pursuant to paragraph 11(c)(i), in accordance with the CompanyCBS’s then-then current policy, as may be amended from time to time, and policy in the basic amount then furnished to CBS employees at no cost, plus continued supplemental employee-paid coverage based on the election you had in effect on your date of Termination at your cost based on employee rates (the amount of which coverage will be reduced to the amount of life insurance coverage furnished to you at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another by a third party employer);
(v) All stock options granted The following with respect to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. the CBS 2004 Long-Term Management Incentive Plan, (including long-term incentive planincentives awarded pursuant to Paragraph 3(c)(ii) herein, unless and any predecessor or successor CBS Corporation Long-Term Management Incentive Plans (the “LTMIP”):
a. All awards of stock options that have not vested and become exercisable on the date of such termination but that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination, and will continue to be exercisable until the greater of eighteen (18) months following the termination date or the period provided herein or under in accordance with the terms of the applicable longgrant; provided, however, that in no event shall the exercise period extend beyond their expiration date.
b. All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months Xxxxx X. Xxxxxxxx September 16, 2008 after the termination date or the period provided in accordance with the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date.
c. All awards of restricted share units (the “RSUs”) that would otherwise vest on or before the end of an eighteen (18) month period following the date of your termination shall accelerate and vest immediately on the date of termination; provided, however, that to the extent the vesting of any such RSUs is contingent upon satisfaction of specified performance criteria in accordance with the requirements of Internal Revenue Code Section 162(m) ("Code Section 162(m)"), such RSUs shall vest if and when the CBS Compensation Committee determines that the performance criteria relating to such RSUs has been met; provided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company) at the time of your termination and any portion of your RSUs that would otherwise vest during the six-term incentive planmonth period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall vest on the earlier of (i) the first business day of the seventh month following the month in which your termination of employment occurs or (ii) your death.
d. All awards of restricted shares that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination; and
provided, however, that to the extent the vesting of any such restricted shares is contingent upon satisfaction of specified performance criteria in accordance with the requirements of Code Section 162(m), such restricted shares shall vest if and when the CBS Compensation Committee determines that the performance criteria relating to such restricted shares has been met. You shall be required to mitigate the amount of any payment provided for in (viiii) of this paragraph 8(d) by seeking other employment, and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without Xxxxx X. Xxxxxxxx September 16, 2008 limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided, that mitigation shall not be required, and no reduction for other compensation shall be made for earnings for services provided during the first six (6) months after the termination of your employment. You agree to advise CBS immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by CBS with respect to such employment. The Company shall pay payments provided for in (i) above are in lieu of any other severance or continue to provideincome continuation or protection under any CBS plan that may now or hereafter exist, except as provided in the agreement dated March 2, 1999, as applicableamended on May 3, 2000, by and between CBS Corporation and you (the Accrued Compensation and Benefits“former CBS Agreement”) more fully described at paragraph 18.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination, or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Contract Period) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become Mx. Xxxxx Xxxxx October 1, 2010 eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain at least as much life insurance coverage from another employer; provided, however, that the Company may decrease the amount of life insurance coverage it provides to you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from another employer aggregates to at least the amount furnished at no cost to other Company executives at comparable levels;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you after January 1, 2007 under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (bc), you shall thereafter receive the compensation and benefits described below and the following shall apply:receive, less applicable withholding taxes: Xxxxxxx Xxxxxxxxx January 1, 2006
(i) The Company shall continue to pay your Salary (at the rate Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or terminates, until the end of the Contract PeriodTerm, paid in accordance with Viacom’s then effective payroll practices;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, bonus compensation for each Company fiscal the calendar year (or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(iTerm) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs, in an amount equal to your Target Bonus, and payable by February 28th of the following year;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue COBRA at no cost to you (except as set forth belowhereafter described) pursuant to Viacom’s then-current benefit plans until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party; provided, that, during the period that the Company Viacom provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Viacom may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments Term pursuant to paragraph 11(c)(i), in accordance with the CompanyViacom’s then-current policy, as may be amended from time to time, and policy in the amount then furnished to Viacom employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(v) All the following with respect to any stock options granted to you under the CBS Corporation (formerly Viacom Inc.) 2000 and 2004 Long-Term Management Incentive Plans, the Viacom 2006 Long-Term Management Incentive Plan or any Viacom Inc. long-term incentive plan successor plans (collectively, the “LTMIP”):
(x) all LTMIP stock options that have not vested as of and become exercisable on the date of your such termination of employment, but that would have vested on or before the end of the Contract Period, Term shall become fully vested vest on the date of termination;; such LTMIP stock options shall remain exercisable for six (6) months after such date or, if earlier, until their expiration date; and
(viy) All restricted share units granted to you under any Viacom Inc. long-term incentive plan all outstanding LTMIP stock options that have not previously vested as of and become exercisable by the date of your such termination of Xxxx Xxxxx November 27shall remain Xxxxxxx Xxxxxxxxx January 1, 2012 employment2006 exercisable for six (6) months after such date or, but that would have vested on or before the end of the Contract Periodif earlier, shall become fully vested on the date of termination;
(vii) until their expiration date. There shall will not be no any acceleration of the vesting of any equity restricted share units granted to you. You shall be required to mitigate the amount of any payment provided for in (i) and (ii) of this paragraph 8(d) by seeking other employment, and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, commission payments and, in the event you receive long-term incentive awards granted compensation with a present value, as reasonably determined by Viacom, greater than you would likely have received from Viacom during a comparable period (based on historical grants of long-term compensation during your service with Viacom and Viacom’s practices with respect to your position, and prorating the value of such long-term compensation over the term of service required to vest therein), in each case as reasonably determined by Viacom, the amount of such excess; provided, that mitigation shall not be required, and no reduction for other compensation shall be made, for six (6) months after the termination of your employment or, if less, the balance of the Term. The payments provided in (i) and (ii) above are in lieu of any severance or income continuation or protection under any Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsthis Agreement.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue A lump sum payment equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until terminates, pro-rated through the end of the Contract PeriodTerm. Such payment shall be made within thirty (30) days after the termination of your employment;
(ii) You A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Xx. Xxxx X. Lansing October 15, 2008 Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be eligible made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive a Bonus or Pro-Rated Bonus, as applicable, under the terms of the Annual Incentive Plan for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occursof termination;
(iii) Provided you validly elect continuation A lump sum payment equal to your target Annual Incentive in effect on the date on which your employment terminates, multiplied by the remaining number of years and fractions thereof in the Term (with each full and partial month counting as one-twelfth (1/12th) of a year). Such payment shall be made within thirty (30) days after the termination of your medical employment;
(iv) Medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 COBRA (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your or early retiree medical if eligible for such coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue elected) at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party, which period of coverage shall run concurrently with the period of continuation coverage under Section 4980B of the Code); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA COBRA, if applicable, at your own expense for the balance, if any, of the period required by law;; and
(ivv) The Company shall take all steps reasonably necessary to continue to provide you with the life insurance coveragecoverage pursuant to the policy then covering the employees of the Company (and if the policy cannot be continued in its then-current form, the Company shall exercise any required conversion features to continue the policy) in the amount then furnished to the Company employees, at no premium cost to you (unless you had no coverage at the time of termination)you, until the end of the Contract Period or, if longer, the end Term. The amount of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may such coverage will be amended from time to time, and in reduced by the amount then of life insurance coverage furnished to you at no cost to other Company executives at comparable levelsby a third party employer. Such coverage shall end Xx. Xxxx X. Lansing October 15, 2008 Notwithstanding the foregoing, in the event you are eligible your employment is terminated pursuant to obtain life insurance coverage from another employer;
paragraphs 10(b) or (c) with less than 18 months remaining in the Term, then for purposes of determining the payments and benefits described in paragraphs 10(d)(i), (iii), (iv), and (v) All stock options granted ), the Term shall be deemed to you under any Viacom Inc. long-term incentive plan that have not vested as of 18 months remaining at the date time of your termination of employment, but . You understand and agree that would have vested on or before notice given by the end Company in accordance with paragraph 1 that it does not intend to continue to employ you beyond the expiration of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted Term does not constitute termination pursuant to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Samples: Employment Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive through the compensation end of the Term, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue a lump sum payment equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at on which your employment terminates, paid in accordance with the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;Company’s then effective payroll practices; Xx. Xxxxxx X. NeCastro June 16, 2006 AMENDED & RESTATED 7/30/07 Page 10
(ii) You shall be eligible payments equal to receive a Bonus or Pro-Rated Bonusyour target bonus opportunity, as applicablein effect on the date on which your employment terminates, for each Company fiscal year or portion thereof during paid in accordance with the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance Company’s then effective bonus payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurspractices;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue COBRA at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;; and
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost coverage pursuant to you (unless you had no coverage at the time of termination), until policy then covering the end employees of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and Company in the amount then furnished to the Company employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to other Company executives you at comparable levelsno cost by a third party employer). Such coverage shall end Notwithstanding the foregoing, in the event your employment is terminated pursuant to paragraphs 10(b) or (c) with less than eighteen (18) months remaining in the Term, you are eligible will be entitled to obtain life insurance coverage from another employer;
the benefits described in paragraphs 10(d)(i) — (viv) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as for a period of eighteen (18) months following the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the effective date of termination;
(vi) All restricted share units granted . You understand and agree that notice given by the Company in accordance with paragraph 1 that it does not intend to continue to employ you under any Viacom Inc. long-term incentive plan that have not vested as beyond the expiration of the date of your Term does not constitute termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted pursuant to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract PeriodPeriod (subject to the limitation set forth in the next paragraph);
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(viv) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(viv) All restricted share units granted to you after January 1, 2007 under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(viivi) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viiivii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.. Xxxxxx Xxxxx July 1, 2010
Appears in 1 contract
Samples: Employment Agreement
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue A lump sum payment equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until terminates, pro-rated through the end of the Contract PeriodTerm. Such payment shall be made within thirty (30) days after the termination of your employment;
(ii) You A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Xx. Xxxxxx X. NeCastro October 15, 2008 Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be eligible made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive a Bonus or Pro-Rated Bonus, as applicable, under the terms of the Annual Incentive Plan for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occursof termination;
(iii) Provided you validly elect continuation A lump sum payment equal to your target Annual Incentive in effect on the date on which your employment terminates, multiplied by the remaining number of years and fractions thereof in the Term (with each full and partial month counting as one-twelfth (1/12th) of a year). Such payment shall be made within thirty (30) days after the termination of your medical employment;
(iv) Medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 COBRA (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your or early retiree medical if eligible for such coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue elected) at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party, which period of coverage shall run concurrently with the period of continuation coverage under Section 4980B of the Code); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA COBRA, if applicable, at your own expense for the balance, if any, of the period required by law;; and
(ivv) The Company shall take all steps reasonably necessary to continue to provide you with the life insurance coveragecoverage pursuant to the policy then covering the employees of the Company (and if the policy cannot be continued in its then-current form, the Company shall exercise any required conversion features to continue the policy) in the amount then furnished to the Company employees, at no premium cost to you (unless you had no coverage at the time of termination)you, until the end of the Contract Period or, if longer, the end Term. The amount of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may such coverage will be amended from time to time, and in reduced by the amount then of life insurance coverage furnished to you at no cost to other Company executives at comparable levelsby a third party employer. Such coverage shall end Xx. Xxxxxx X. NeCastro October 15, 2008 Page 11 Notwithstanding the foregoing, in the event you are eligible your employment is terminated pursuant to obtain life insurance coverage from another employer;
paragraphs 10(b) or (c) with less than 18 months remaining in the Term, then for purposes of determining the payments and benefits described in paragraphs 10(d)(i), (iii), (iv), and (v) All stock options granted ), the Term shall be deemed to you under any Viacom Inc. long-term incentive plan that have not vested as of 18 months remaining at the date time of your termination of employment, but . You understand and agree that would have vested on or before notice given by the end Company in accordance with paragraph 1 that it does not intend to continue to employ you beyond the expiration of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted Term does not constitute termination pursuant to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Samples: Employment Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue A lump sum payment equal to pay three times your Salary (at the rate Annual Salary, as in effect on the date of terminationon which your employment terminates. Such payment shall be made within thirty (30) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end days of the Contract Periodtermination of your employment;
(ii) You A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect Xxxxxxx X. Xxxx March 29, 2010 of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all senior executive officers in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be eligible made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive a Bonus or Pro-Rated Bonus, as applicable, under the terms of the Annual Incentive Plan for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occursof termination;
(iii) Provided you validly elect continuation A lump sum payment equal to two times your target Annual Incentive in effect on the date on which your employment terminates. Such payment shall be made within thirty (30) days of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company Any outstanding equity awards (including but not limited to, stock options and restricted shares) shall continue immediately vest in full, with all vested options (including options vesting pursuant to provide you this subclause (iv)) remaining exercisable for the remainder of their original terms; provided, however, that any outstanding performance-based restricted shares granted with life insurance coveragea performance period commencing after January 1, 2009 will only become fully vested at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to timeapplicable performance period, and in then only to the amount then furnished at no cost to other extent that the Company executives at comparable levels. Such coverage shall end in achieved the event you are eligible to obtain life insurance coverage from another employerapplicable performance goals for that performance period;
(v) All stock options granted To the extent you (and/or your spouse or eligible dependents) are enrolled in a Company medical and/or dental plan at the time your employment terminates and you elect to continue such coverage under COBRA or you under any Viacom Inc. longare eligible for and elect early retiree medical benefits, the Company shall continue, for the 24-term incentive plan that have not vested as of month period beginning on the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to provide to you under any Viacom Inc. long-term incentive plan that have not vested as of and/or your spouse or eligible dependents medical and/or dental coverage substantially equivalent to the coverage provided to you and/or your spouse or eligible dependents immediately prior to the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), XxXx Xxx As of October 2, 2019 until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. long-term incentive plan of the Company’s equity plans as in effect from time to time, all stock options that have not vested as of the date of your the termination of employmentyour employment (your “Separation Date”), but that would have vested on or before the end of the Contract Period, shall become fully vested on the date later of terminationyour Separation Date or upon receipt of a Release executed by you;
(vi) All restricted share units and restricted shares granted to you under any Viacom Inc. long-term incentive plan of the Company’s equity plans in effect from time to time that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employmentSeparation Date, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date later of terminationyour Separation Date or upon receipt of a Release executed by you;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. of the Company’s long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive planplan or award agreement; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of of
(i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with Xx. Xxxxx Xxxxxx As of August 28, 2019 the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted Company’s equity plans as in effect from time to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.time:
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two (2) times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (iA) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or and (iiB) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the Xxxxxxx X’Xxxxxxxx As of March 15, 2022 end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. long-term incentive plan of the Company’s equity plans as in effect from time to time: (x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of (A) the Contract PeriodPeriod and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, and such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of terminationsuch options; and (y) all outstanding stock options that have vested on or prior to your Separation Date shall remain exercisable for six (6) months after such date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options;
(vi) All restricted share units and restricted shares granted to you under any Viacom Inc. long-term of the Company’s equity incentive plan plans as in effect from time to time that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employmentSeparation Date, but that would have vested on or before the end of (A) the Contract PeriodPeriod and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the date later of terminationyour Separation Date or upon receipt of a Release executed by you;
(vii) All performance share units granted to you under any of the Company’s equity incentive plans as in effect from time to time that have not vested as of your Separation Date, but that would have vested on or before the end of (A) the Contract Period and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, with all performance goals relating to any performance period not completed as of the date of your termination of employment deemed achieved at target levels, and subject to any timing or holding requirements in the applicable long-term incentive plan or award agreement;
(viii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. of the Company’s long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive planplan or award agreement; and
(viiiix) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (b), 8(c) during the Term hereof you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes as follows:
(i) The Company an amount equal to eighteen (18) months of your then current base Salary described in paragraph 3(a) payable in accordance with the CBS’s then effective payroll practices (your “Regular Payroll Amount”) as follows:
a. beginning on the regular payroll date (“Regular Payroll Dates”) following your termination of employment, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur on or before March 15th of the calendar year following the calendar year in which your employment terminates;
b. beginning with the first Regular Payroll Date after March 15th of the calendar year following the calendar year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times your annualized compensation or two times the Section 401(a)(17) limit for the calendar year in which your termination occurs, $490,000 for 2009) provided, however, that in no event shall continue payment be made to pay you pursuant to this paragraph Xxxxxx X. Xxxxxxxxx As of November 17, 2008 8(d)(i)(b) later than December 31st of the second calendar year following your Salary termination of employment; and
c. the balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of the final payment pursuant to paragraph 8(d)(i)(b); provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the rate time of your termination and any portion of your Regular Payroll Amount that would be paid to you during the six-month period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be paid to you on the earlier of (A) the first business day of the seventh month following the month in which your termination of employment occurs or (B) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 8(d)(i)(a), (b) or (c), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Payment Date. Each payment pursuant to this paragraph 8(d)(i) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.
(ii) eighteen (18) months of bonus, determined and paid as follows:
a. an amount equal to your Target Bonus in effect on the date of terminationyour termination (ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason), prorated for the number of calendar days remaining in the calendar year in which your employment terminates, and payable between January 1st and February 28th of the calendar year following the calendar year in which your employment terminates; provided, however, that to the extent (x) you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the same time of your termination, (y) your date of termination pursuant to paragraph 8(b) or (c) occurs after June 30th of the calendar year, and (z) the prorated bonus described in this paragraph 8(d)(ii)(a) is determined to constitute deferred compensation (within the same manner as if meaning of Code Section 409A), then such prorated bonus shall not be paid to you had not terminated employment for the longer of one (1) year or until the end first business day of the Contract PeriodXxxxxx X. Xxxxxxxxx As of November 17, 2008 seventh month following the month in which your termination of employment occurs or your death, if earlier. Each payment pursuant to this paragraph 8(d)(ii) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A;
(ii) You shall be eligible b. an amount equal to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in effect on the date of your termination (ignoring any reduction in your Target Bonus prior to such date that constituted Good Reason), and payable between January 1st and February 28th of the second calendar year following the calendar year in which your employment terminates; provided, however, that if the 18th month anniversary of the date of your termination of employment (the “18th Month Anniversary”) occurs in the calendar year following the calendar year in which your employment terminates, then the Target Bonus shall be prorated for the number of calendar days in the calendar year following the calendar year in which your employment terminates that occur on or before the 18th Month Anniversary; and
c. if the 18th Month Anniversary occurs in the second calendar year following the calendar year in which your employment terminates, an amount equal to your Target Bonus in effect on the date of your termination (ignoring any reduction in your Target Bonus prior to such termination occurs;date that constituted Good Reason), prorated for the number of calendar days in the second calendar year following the calendar year in which your employment terminates that occur on or before the 18th Month Anniversary, and payable between January 1st and February 28th of the third calendar year following the calendar year in which your employment terminates.
(iii) Provided you validly elect continuation of your medical and dental insurance coverage for you and your eligible dependents provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue company paid COBRA benefits at no cost to you (except as set forth belowhereafter described) until pursuant to the earlier CBS benefit plans in which you participated in at the time of (i) the end of the Contract Period, but in no event less than twelve (12) months after the your termination of your employmentemployment or, if different, other benefit plans available to senior level executives for a period of eighteen (18) months, or (ii) if earlier, the date on which you become eligible for medical and/or or dental coverage as the case may be from another employera third party; provided, that, during the period that the Company CBS provides you with this coverage, an amount equal to the total applicable COBRA cost premiums Xxxxxx X. Xxxxxxxxx As of November 17, 2008 (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company CBS may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments Term pursuant to paragraph 11(c)(i), in accordance with the CompanyCBS’s then-then current policy, as may be amended from time to time, and policy in the amount then furnished to CBS employees at no cost (the amount of which coverage will be reduced to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer);
(v) All stock options granted The following with respect to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under the CBS 2004 Long-Term Management Incentive Plan and any Viacom Inc. longpredecessor or successor CBS Corporation Long-term incentive planTerm Management Incentive Plans (the “LTMIP”):
a. All awards of stock options that have not vested and become exercisable on the date of such termination but that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination, unless otherwise and will continue to be exercisable until the greater of eighteen (18) months following the termination date or the period provided herein or under in accordance with the terms of the applicable longgrant; provided, however, that in no event shall the exercise period extend beyond their expiration date.
b. All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of eighteen (18) months after the termination date or the period provided in accordance with the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date.
c. All awards of restricted share units (the “RSUs”) that would otherwise vest on or before the end of an eighteen (18) month period following the date of your termination shall accelerate and vest immediately on the date of termination and be settled within ten (10) business days thereafter; [provided, however, that to the extend the vesting of any Xxxxxx X. Xxxxxxxxx As of November 17, 2008 such RSUs is contingent upon satisfaction of specified performance criteria in accordance with the requirements of Internal Revenue Code Section 162(m) (“Code Section 162(m)”), such RSUs shall vest if and when the CBS Compensation Committee determines that the performance criteria relating to such RSUs has been met and be settled within ten (10) business days thereafter; provided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-term incentive plan; andmonth period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be settled on the earlier of (i) the first business day of the seventh month following the month in which your termination of employment occurs or (ii) your death.
d. All awards of restricted shares that would otherwise vest on or before the end of an eighteen (viii18) month period thereafter shall accelerate and vest immediately on the date of termination. You shall be required to mitigate the amount of any payment provided for in (i) of this paragraph 8(d) by seeking other employment, and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, and commission payments, provided, that mitigation shall not be required, and no reduction for other compensation shall be made for earnings for services provided during the first twelve (12) months after the termination of your employment. You agree to advise CBS immediately and in writing of any employment for which you are receiving such payments and to provide documentation as requested by CBS with respect to such employment. The Company shall pay payments provided for in (i) above are in lieu of any other severance or continue to provide, as applicable, the Accrued Compensation and Benefitsincome continuation or protection under any CBS plan that may now or hereafter exist.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, Ms. Xxxxx Xxxxxxxx As of April 11, 2022 that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. of the Company’s long-term incentive plan plans in effect from time to time:
(x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of the Contract PeriodPeriod or, if longer, twelve (12) months following your Separation Date, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, and such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, such period provided under the terms of the applicable long-term incentive plan and/or the award agreements evidencing such stock options), but in no event later than the expiration date of termination;such options; and
(y) all outstanding stock options that have vested on or prior to your Separation Date shall remain exercisable for six (6) months after such date (or if longer, such period provided under the terms of the applicable long-term incentive plan and/or the award agreements evidencing such stock options), but in no event later than the expiration date of such options.
(vi) All restricted share units, performance share units and/or restricted shares granted to you under any Viacom Inc. of the Company’s long-term incentive plan plans in effect from time to time that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employmentSeparation Date, but that would have vested on or before the end of the Contract PeriodPeriod or, if longer, twelve (12) months following your Separation Date, shall become fully vested on the date later of termination;
your Separation Date or upon receipt of a Release executed by you and be settled within ten (vii10) There shall be no acceleration business days thereafter; provided, that if any such award (or portion of an award) remains subject to performance-based vesting conditions as of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive planSeparation Date, unless then except as otherwise expressly provided herein or under by the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicablesuch award, the Accrued Compensation award shall be deemed to have been earned at the target level of performance and Benefitssuch award shall fully vest on the later of your Separation Date or upon receipt of a Release executed by you and be settled within ten (10) business days thereafter.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (bc), you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes:
(i) The Company shall continue to pay your Salary (at the rate Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or terminates, until the end of the Contract PeriodTerm, paid in accordance with Viacom's then effective payroll practices;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, bonus compensation for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the calendar year in which such termination occurs, in an amount equal to your Target Bonus, and payable by February 28th of the following year, and, if such termination of your employment occurs during calendar year 2005 or 2006, bonus compensation for the following calendar year, in an amount equal to your Target Bonus and payable by February 28th of the following year;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue COBRA at no cost to you (except as set forth belowhereafter described) pursuant to Viacom's then-current Xxxxx X. Xxxxxxxx September 6, 2005 Page 10 benefit plans until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party; provided, that, during the period that the Company Viacom provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Viacom may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments Term pursuant to paragraph 11(c)(i), in accordance with the Company’s Viacom's then-current policy, as may be amended from time to time, and policy in the amount then furnished to Viacom employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(v) All the following with respect to any stock options granted to you under the 2004 LTMIP or any Viacom Inc. long-term incentive plan successor plans (collectively, the "LTMIP"):
(x) all LTMIP stock options that have not vested as of and become exercisable on the date of your such termination of employment, but that would have vested on or before the end of the Contract Period, Term shall become fully vested vest on the date of termination;; such LTMIP stock options shall remain exercisable for one (1) year after such date or, if earlier, until their expiration date; and
(viy) All all outstanding LTMIP stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable for one (1) year after such date or, if earlier, until their expiration date. There will not be any acceleration of the vesting of any restricted share units granted to you under any Viacom Inc. long-term incentive plan that except that, if the RSUs awarded pursuant to paragraph 3(c) have not vested as of because your employment terminated pursuant to paragraph 8(b) or (c) prior to the date first anniversary of your termination Start Date, the vesting of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall such RSUs will be accelerated and they will become fully vested payable on the date of termination;
(vii) There such termination of your employment. You shall be no acceleration of required to mitigate the vesting amount of any equity payment provided for in (i) and (ii) of this paragraph 8(d) by seeking other employment, and the amount of such payments shall be reduced by any compensation earned by you from any source, including, without limitation, salary, sign-on or annual bonus compensation, consulting fees, commission payments and, in the event you receive long-term incentive awards granted compensation with a present value, as reasonably determined by Viacom, greater than you would likely have received from Viacom during a comparable period (based on historical grants of long-term compensation Xxxxx X. Xxxxxxxx September 6, 2005 Page 11 during your service with Viacom and Viacom's practices with respect to your position, and prorating the value of such long-term compensation over the term of service required to vest therein), in each case as reasonably determined by Viacom, the amount of such excess; provided, that mitigation shall not be required, and no reduction for other compensation shall be made, for twelve (12) months after the termination of your employment or, if less, the balance of the Term. The payments provided in (i) and (ii) above are in lieu of any severance or income continuation or protection under any Viacom plan that may now or hereafter exist. The payments and benefits to be provided pursuant to this paragraph 8(d) shall constitute liquidated damages, and shall be deemed to satisfy and be in full and final settlement of all obligations of Viacom to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsthis Agreement.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below (without any duty to mitigate by seeking new employment or otherwise or any actual offset in the event you commence subsequent employment) and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination, not taking into account any reductions which would constitute Good Reason), and your Target Bonus (at the rate in effect on the date of termination, not taking into account any reductions which would constitute Good Reason) at the same time and in the same manner as if you had not terminated employment for twenty-four (24) months (and with such Bonus amounts being paid on the longer of one (1) year or until same schedule as the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iiiSalary payments), provided such that the total severance payment you receive pursuant to paragraphs this paragraph 11(c)(i) and shall equal two (ii2) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(ii) The Company shall also pay you a Pro-Rated Bonus for the year in which your termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (iA) the end of the Contract Period, but in no event less than twelve twenty-four (1224) months after the termination of your employment, or and (iiB) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;; Xxxxxx Xxxxxx As of August 13, 2019
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan hold at the time of termination that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, employment shall become fully vested on the date of terminationtermination and all stock options you hold at the time of termination shall continue to be exercisable in accordance with the award but in no event for a period less than twenty four (24) months following the date of termination of your employment or, if earlier, the scheduled expiration date of the option;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan hold at the time of termination that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, employment shall become fully vested on the date of termination;
(vii) All performance share units you hold at the time of termination that have not vested as of the date of your termination of employment shall vest with all performance goals relating to any performance period not completed as of the date of your termination of employment deemed achieved at target levels, and subject to any timing or holding requirements in the applicable equity incentive plan or award agreement;
(viii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term of the Company’s equity incentive planplans as in effect from time to time, unless otherwise provided herein or under the terms of the applicable long-term equity incentive planplan or award agreement; and
(viiiix) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a9(b) or (b), during the Term hereof you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes as follows:
(i) The Company twelve (12) months of your then current base Salary described in paragraph 4(a), payable in accordance with the Company’s then effective payroll practices (your “Regular Payroll Amount”) as follows:
a. beginning on the regular payroll date (“Regular Payroll Dates”) following your termination of employment, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur prior to March 15th of the year following the year in which your employment terminates;
b. beginning with the first Regular Payroll Date on or after March 15th of the year following the year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times your annualized compensation or two times the Section 401(a)(17) limit for the year in which your termination occurs, $230,000 for 2008) provided, however, that in no event shall continue payment be made to pay you pursuant to this paragraph 9(d)(i)(b) later than December 31st of the second year following your Salary (at termination of employment; and
c. the rate in effect balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Xx. Xxxxxx Xxxxx May 15, 2008 Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of terminationthe final payment pursuant to paragraph 9(c)(i)(b); provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the same time of your termination and in any portion of your Regular Payroll Amount that would be paid to you during the same manner as if six-month period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be paid to you had not terminated employment for on the longer earlier of one (1A) year or until the end first business day of the Contract Period;seventh month following the month in which your termination of employment occurs or (B) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 9(d)(i)(a), (b) or (c), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Date. Each payment pursuant to this paragraph 9(d)(i) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, bonus compensation for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the calendar year in which such termination occurs, based on an amount determined by prorating your Target Bonus to reflect the number of full months that you actively rendered services to CBS in the year of termination. The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus payout determinations are made for comparable executives, and such bonus, if any, shall be payable by February 28th of the following year. Long Term Incentive Compensation shall be paid in accordance with the terms and conditions of each Long Term Incentive grant that you have received; provided, however, that the 2008 Grant options that have not vested and become exercisable on the date of such termination but that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination, and will continue to be exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue company paid COBRA benefits at no cost to you (except as set forth belowhereafter described) until the earlier of (i) the end of the Contract Period, but in no event less than pursuant to benefit plans determined by CBS for a twelve (12) months after the termination of your employmentmonth period, or (ii) if earlier, until the date on which Xx. Xxxxxx Xxxxx May 15, 2008 you become eligible for medical and/or and dental coverage from another employera third party; provided, that, during the period that the Company CBS provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company CBS may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company ; provided, further, to the extent that CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall continue to provide you with life insurance coverage, at no premium cost economically equivalent benefits determined on an after-tax basis (to you the extent such benefit was non-taxable); and The payments provided for in (unless you had no coverage at the time i) above are in lieu of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to any other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you severance or income continuation or protection under any Viacom Inc. long-term incentive CBS plan that have not vested as of the date of your termination of employment, but that would have vested on may now or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitshereafter exist.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract PeriodPeriod (subject to the limitation set forth in the next paragraph);
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the calendar year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth belowprovided in paragraph 19(a)) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, Period or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you a third party. You may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All The following shall apply with respect to any stock options granted to you under any Viacom Inc. long-term incentive plan plan:
(x) all stock options that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
termination and such stock Xxxxxx Xxxxx September 24, 2007 options shall remain exercisable for six (vi6) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the months after such date of your termination of Xxxx Xxxxx November 27(or, 2012 employmentif longer, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise such period provided herein or under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options; and
(viiiy) The Company all outstanding stock options that have vested on or prior to the date of your termination of employment pursuant to this paragraph 11 shall pay or continue to provideremain exercisable for six (6) months after such date (or, as applicableif longer, such period provided under the Accrued Compensation and Benefits.terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options;
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue a lump sum payment equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until terminates, calculated through the end of the Contract PeriodTerm. Such payment shall be made within thirty (30) days of the termination of your employment;
(ii) You shall be eligible payments equal to receive a Bonus or Pro-Rated Bonusyour target bonus opportunity, as applicable, for each Company fiscal year or portion thereof during in effect on the Contract Perioddate on which your employment terminates, calculated as provided through the end of the Term and paid in paragraph 19(e)(iii), provided that accordance with the total severance Company’s then effective bonus payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurspractices;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue COBRA at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;; and
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost coverage pursuant to you (unless you had no coverage at the time of termination), until policy then covering the end employees of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and Company in the amount then furnished to the Company employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to other Company executives you at comparable levelsno cost by a third party employer). Such coverage shall end Notwithstanding the foregoing, in the event your employment is terminated pursuant to paragraphs 10(b) or (c) with less than eighteen (18) months remaining in the Term, you are eligible will be entitled to obtain life insurance coverage from another employer;
the benefits described in paragraphs 10(d)(i) — (viv) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as for a period of eighteen (18) months following the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the effective date of termination;
(vi) All restricted share units granted . You understand and agree that notice given by the Company in accordance with paragraph 1 that it does not intend to continue to employ you under any Viacom Inc. long-term incentive plan that have not vested as beyond the expiration of the date of your Term does not constitute termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted pursuant to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, Mr. Xxxxx Xxxxx January 1, 2018 calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with $5 million life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period (at the rate of Salary in effect on the date of termination of employment until the end of the Contract Period, and, if applicable, at the greater of the monthly rate of Salary at the time of termination of employment or One Hundred Twenty Five Thousand Dollars ($125,000) per month until the end of such one (1) year period);
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; Xxxxxxx X. Xxxxxxxx October 2, 2009 and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with Five Million Dollars ($5,000,000) of life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination)you, until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of terminationtermination and shall remain exercisable for twelve (12) months after such date, or, if earlier, until their expiration;
(vi) All restricted share units granted to you after January 1, 2007 under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that If your employment terminates under paragraph 11(a) or (bParagraph 8(b), you shall will thereafter receive receive, less applicable withholding taxes, and conditioned on your execution of a General Release and Waiver of Claims substantially in the compensation and benefits described below and the following shall applyform attached hereto as an Addendum:
(i) The Company shall continue to pay your Salary (at the rate Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicableterminates, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination date of your employmentsuch termination, or paid in accordance with Blockbuster’s then effective payroll practices;
(ii) bonus compensation for the portion of the calendar year from January 1st until the date of the termination, payable by the end of the first quarter of the following year, will be determined in accordance with the STIP (i.e., based on Blockbuster’s achievement of specified goals and Blockbuster’s good faith estimate of your achievement of your personal goals, if applicable) and prorated for such period;
(iii) medical, dental and vision insurance coverage provided under COBRA at existing employee rates pursuant to Blockbuster’s then-current benefit plans until the end of the Term or, if earlier, the date on which you become eligible for medical and/or medical, dental or vision coverage from another employera third party; provided, that, during the period that the Company Blockbuster provides you with this coverage, an amount equal to the total difference between the applicable COBRA cost premiums less existing employee rates (or such other amounts amount as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Blockbuster may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and medical, dental coverage or vision insurance under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), your car allowance until the end of the Contract Period orTerm, if longer, paid in accordance with Blockbuster’s then effective payroll practices;
(v) life insurance coverage until the end of the period in which you are receiving payments Term, pursuant to paragraph 11(c)(i), in accordance with the CompanyBlockbuster’s then-current policy, as may be amended from time to time, and policy in the amount then furnished to Blockbuster employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(vvi) All stock options granted to you under any Viacom Inc. longBlockbuster’s Long-term incentive plan that have not vested as of Term Management Incentive Plan (“LTMIP”) which are exercisable on or prior to the date of your termination of employment, but your employment under Paragraph 8(b) hereof and that would have vested and become exercisable on or before the end last date of the Contract Period, shall become fully vested on Term will be exercisable until six (6) months after the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as such termination or, if earlier, the expiration date of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsstock options.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (b)8(c) during the Term hereof, subject to paragraph 19 and to the conditions set forth in paragraph 8(h) below, you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes:
(i) The Company shall continue an amount equal to pay eighteen (18) months of your Salary then current base salary plus eighteen (at the rate 18) months of your then current Target Bonus, paid in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Periodaccordance with CBS’s then effective payroll practices;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue company paid COBRA benefits at no cost to you (except as set forth belowhereafter described) until the earlier pursuant to benefit plans determined by CBS for a period of eighteen (i18) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employmentmonths, or (ii) if earlier, the date on which you become eligible for medical and/or and dental coverage from another employera third party; provided, that, during the period that the Company CBS provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company CBS may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company ; provided, further, to the extent that CBS is unable to continue such benefits because of underwriting on the plan term Sxxxx X. Xxxxxx March 1, 2007 or if such continuation would violate Code Section 105(h), CBS shall continue to provide you with life insurance coverage, at no premium cost economically equivalent benefits determined on an after-tax basis (to you (unless you had no coverage at the time of terminationextent such benefit was non-taxable), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;; and
(viii) All stock options granted The following with respect to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under the CBS 2004 Long-Term Management Incentive Plan and any Viacom Inc. longpredecessor or successor CBS Corporation Long-term incentive planTerm Management Incentive Plans (the “LTMIP”):
a. All awards of stock options that have not vested and become exercisable on the date of such termination but that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination, unless otherwise provided herein and will continue to be exercisable until the earliest of: (i) eighteen (18) months following the termination date, (ii) their expiration date; or (iii) the latest date permitted to avoid implementation of tax or penalties under the terms provisions of Section 409A of the applicable longInternal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”).
b. All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable for the later of: (i) eighteen (18) months after the termination date; or (ii) in the event that you qualify for “Retirement” as set forth in the LTMIP, then for such longer period as provided therein; provided, however, that in no event shall the exercise period extend beyond the earlier of: (x) their expiration date; or (y) the latest date permitted to avoid implementation of tax or penalties under the provisions of Code Section 409A.
c. All awards of restricted shares and performance-term incentive plan; andbased restricted share units (“RSUs”) that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination.
d. All awards of RSUs that were not subject to performance-based vesting criteria that would otherwise vest on or before the eighteen (viii18) The Company month period thereafter shall pay or continue to provideaccelerate and vest immediately on the date of the termination, as applicableprovided, the Accrued Compensation and Benefitsthat, in no event shall any RSUs fully vest in less than three (3) years.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. long-term incentive plan plan: Xxxxxxx X’Xxxxxxxx March 9, 2017
(x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of the Contract Period, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, and such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of termination;such options; and
(y) all outstanding stock options that have vested on or prior to your Separation Date shall remain exercisable for six (6) months after such date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options.
(vi) All restricted share units or restricted shares granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employmentSeparation Date, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date later of termination;
(vii) your Separation Date or upon receipt of a Release executed by you. There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue A lump sum payment equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until terminates, calculated through the end of the Contract PeriodTerm. Such payment shall be made within thirty (30) days after the termination of your employment;
(ii) You A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of Xx. Xxxx X. Hale July 29, 2008 your Annual Incentive (other than discretionary adjustments applicable to all similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be eligible made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive a Bonus or Pro-Rated Bonus, as applicable, under the terms of the Annual Incentive Plan for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occursof termination;
(iii) Provided you validly elect continuation A lump sum payment equal to your target Annual Incentive in effect on the date on which your employment terminates, multiplied by the remaining number of years and fractions thereof in the Term (with each full and partial month counting as one-twelfth (l/12th) of a year). Such payment shall be made within thirty (30) days after the termination of your medical employment;
(iv) Medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 COBRA (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your or early retiree medical if eligible for such coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue elected) at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party, which period of coverage shall run concurrently with the period of continuation coverage under Section 4980B of the Code); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA COBRA, if applicable, at your own expense for the balance, if any, of the period required by law;; and
(ivv) The Company shall take all steps reasonably necessary to continue to provide you with the life insurance coveragecoverage pursuant to the policy then covering the employees of the Company (and if the policy cannot be continued in its then-current form, the Company shall exercise any required conversion features to continue the policy) in the amount then furnished to the Company employees, at no premium cost to you (unless you had no coverage at the time of termination)you, until the end of the Contract Period or, if longer, the end Term. The amount of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may such coverage will be amended from time to time, and in reduced by the amount then of life insurance coverage furnished to you at no cost to other Company executives at comparable levelsby a third party employer. Such coverage shall end Notwithstanding the foregoing, in the event you are eligible your employment is terminated pursuant to obtain life insurance coverage from another employer;
paragraphs 10(b) or (c) with less than one (1) year remaining in the Term, then for purposes of determining the payments and benefits described in Xx. Xxxx X. Hale July 29, 2008 paragraphs 10(d)(i), (iii), (iv), and (v), the Term shall be deemed to have one (1) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of year remaining at the date time of your termination of employment, but . You understand and agree that would have vested on or before notice given by the end Company in accordance with paragraph 1 that it does not intend to continue to employ you beyond the expiration of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted Term does not constitute termination pursuant to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Samples: Employment Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two (2) times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (iA) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or and (iiB) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving Xxxxxxx X’Xxxxxxxx August 13, 2019 payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. long-term incentive plan of the Company’s equity plans as in effect from time to time: (x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of (A) the Contract PeriodPeriod and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, and such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of terminationsuch options; and (y) all outstanding stock options that have vested on or prior to your Separation Date shall remain exercisable for six (6) months after such date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options;
(vi) All restricted share units and restricted shares granted to you under any Viacom Inc. long-term of the Company’s equity incentive plan plans as in effect from time to time that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employmentSeparation Date, but that would have vested on or before the end of (A) the Contract PeriodPeriod and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the date later of terminationyour Separation Date or upon receipt of a Release executed by you;
(vii) All performance share units granted to you under any of the Company’s equity incentive plans as in effect from time to time that have not vested as of your Separation Date, but that would have vested on or before the end of (A) the Contract Period and (B) the eighteen (18)-month period beginning on your Separation Date, whichever is later, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, with all performance goals relating to any performance period not completed as of the date of your termination of employment deemed achieved at target levels, and subject to any timing or holding requirements in the applicable long-term incentive plan or award agreement;
(viii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. of the Company’s long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive planplan or award agreement; and
(viiiix) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i11(b)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of Xx. Xxxxxx Xxxxxx June 30, 2020
(i) the end of the Contract Period, but in no event less than twelve one (121) months year after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i11(b)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. of the Company’s long-term incentive plan plans in effect from time to time:
(x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of the Contract Period, shall become fully vested on the later of your Separation Date or upon receipt of a Release executed by you, and such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of termination;such options; and
(y) all outstanding stock options that have vested on or prior to your Separation Date shall remain exercisable for six (6) months after such date (or if longer, such period provided under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options.
(vi) All restricted share units or restricted shares granted to you under any Viacom Inc. of the Company’s long-term incentive plan plans in effect from time to time that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employmentSeparation Date, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date later of termination;
(vii) your Separation Date or upon receipt of a Release executed by you. There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. of the Company’s long-term incentive planplans in effect from time to time, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.;
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive through the compensation end of the Term, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue payments equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at on which your employment terminates, paid in accordance with the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract PeriodCompany’s then effective payroll practices;
(ii) You shall be eligible payments equal to receive a Bonus or Pro-Rated Bonusyour target bonus opportunity, as applicablein effect on the date on which your employment terminates, for each Company fiscal year or portion thereof during paid in accordance with the Contract PeriodCompany’s then effective bonus payment practices; Xxxxxx X. XxXxxxxx June 16, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;2006
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue COBRA at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;; and
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost coverage pursuant to you (unless you had no coverage at the time of termination), until policy then covering the end employees of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and Company in the amount then furnished to the Company employees at no cost (the amount of such coverage will be reduced by the amount of life insurance coverage furnished to other Company executives you at comparable levelsno cost by a third party employer). Such coverage shall end Notwithstanding the foregoing, in the event your employment is terminated pursuant to paragraphs 10(b) or (c) with less than eighteen (18) months remaining in the Term, you are eligible will be entitled to obtain life insurance coverage from another employer;
the benefits described in paragraphs 10(d)(i) – (viv) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as for a period of eighteen (18) months following the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the effective date of termination;
(vi) All restricted share units granted . You understand and agree that notice given by the Company in accordance with paragraph 1 that it does not intend to continue to employ you under any Viacom Inc. long-term incentive plan that have not vested as beyond the expiration of the date of your Term does not constitute termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted pursuant to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a9(b) or (b), during the Term hereof you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes as follows:
(i) The Company twelve (12) months of your then current base Salary described in paragraph 4(a), payable in accordance with the Company’s then effective payroll practices (your “Regular Payroll Amount”) as follows:
a. beginning on the regular payroll date (“Regular Payroll Dates”) following your termination of employment, you will receive your Regular Payroll Amount on the Regular Payroll Dates that occur prior to March 15th of the year following the year in which your employment terminates;
b. beginning with the first Regular Payroll Date on or after March 15th of the year following the year in which your employment terminates, you will receive your Regular Payroll Amount, if any remains due, until you have received an amount equal to the maximum amount permitted to be paid pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) (i.e., the lesser of two times your annualized compensation or two times the Section 401(a)(17) limit for the year in which your termination occurs, $230,000 for 2008) provided, however, that in no event shall continue payment be made to pay you pursuant to this paragraph 9(d)(i)(b) later than December 31st of the second year following your Salary (at termination of employment; and
c. the rate in effect balance of your Regular Payroll Amount, if any remains due, will be paid to you by payment of your Regular Payroll Amount on your Regular Payroll Dates beginning with the regular payroll date that follows the date of terminationthe final payment pursuant to paragraph 9(c)(i)(b); Xx. Xxxx X. Ashe May 15, 2008 Page 12 provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the same time of your termination and in any portion of your Regular Payroll Amount that would be paid to you during the same manner as if six-month period following your termination of employment constitutes deferred compensation (within the meaning of Code Section 409A), such portion shall be paid to you had not terminated employment for on the longer earlier of one (1A) year or until the end first business day of the Contract Period;seventh month following the month in which your termination of employment occurs or (B) your death (the applicable date, the “Permissible Payment Date”) rather than as described in paragraph 9(d)(i)(a), (b) or (c), as applicable, and any remaining Salary, if any, shall be paid to you or your estate, as applicable, by payment of your Regular Payroll Amount on your Regular Payroll Dates commencing with the Regular Payroll Date that follows the Permissible Date. Each payment pursuant to this paragraph 9(d)(i) shall be regarded as a separate payment and not one of a series of payments for purposes of Code Section 409A.
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, bonus compensation for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the calendar year in which such termination occurs, based on an amount determined by prorating your Target Bonus to reflect the number of full months that you actively rendered services to CBS in the year of termination. The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus payout determinations are made for comparable executives, and such bonus, if any, shall be payable by February 28th of the following year. Long Term Incentive Compensation shall be paid in accordance with the terms and conditions of each Long Term Incentive grant that you have received; provided, however, that the 2008 Grant options that have not vested and become exercisable on the date of such termination but that would otherwise vest on or before the end of an eighteen (18) month period thereafter shall accelerate and vest immediately on the date of termination, and will continue to be exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date;
(iii) Provided you validly elect continuation of your medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue company paid COBRA benefits at no cost to you (except as set forth belowhereafter described) until the earlier of (i) the end of the Contract Period, but in no event less than pursuant to benefit plans determined by CBS for a twelve (12) months after the termination of your employmentmonth period, or (ii) if earlier, until the date on which you become eligible for medical and/or and dental coverage from another employera third Xx. Xxxx X. Ashe May 15, 2008 Page 13 party; provided, that, during the period that the Company CBS provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company CBS may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company ; provided, further, to the extent that CBS is unable to continue such benefits because of underwriting on the plan term or if such continuation would violate Code Section 105(h), CBS shall continue to provide you with life insurance coverage, at no premium cost economically equivalent benefits determined on an after-tax basis (to you the extent such benefit was non-taxable); and The payments provided for in (unless you had no coverage at the time i) above are in lieu of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to any other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you severance or income continuation or protection under any Viacom Inc. long-term incentive CBS plan that have not vested as of the date of your termination of employment, but that would have vested on may now or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitshereafter exist.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx XxXx Xxx As of November 2714, 2012 2016 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a8(b) or (bc), you shall thereafter receive the compensation and benefits described below and the following shall applyreceive, less applicable withholding taxes:
(i) The Company shall continue your Salary, and any amounts outstanding that are due to pay your Salary (at the rate you, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or terminates, until the end of the Contract Period;Term.
(ii) You bonus compensation for the calendar year in which such termination occurs, payable by February 28th of the following year, determined as follows:
(a) for the portion of the calendar year from January 1st until the date of the termination, bonus compensation shall be eligible determined in accordance with the STIP (i.e., based on Odyssey’s achievement of its goals and Odyssey’s good faith estimate of your achievement of your personal goals) and prorated for such period; and
(b) for the remaining portion of such calendar year during the Employment Period, bonus compensation shall be in an amount equal to receive a your Target Bonus or Pro-Rated Bonus, as applicable, and prorated for such period;
(iii) bonus compensation for each Company fiscal subsequent calendar year or portion thereof during the Contract Employment Period, calculated as provided in paragraph 19(e)(iii)an amount equal to your Target Bonus, provided that prorated for any partial calendar year and payable by February 28th of the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occursfollowing year;
(iiiiv) Provided you validly elect continuation any reimbursement allowances until the end of your the Employment Period, paid in accordance with Odyssey’s then effective payroll practices;
(v) medical and dental insurance coverage for you provided under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue COBRA at no cost to you (except as set forth belowhereafter described) pursuant to Odyssey’s then-current benefit plans until the earlier of (i) the end of the Contract PeriodEmployment Period or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party; provided, that, during the period that the Company Odyssey provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Odyssey may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(ivvi) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Employment Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the CompanyOdyssey’s then-current policy, as may be amended from time to time, and policy in the amount then furnished to Odyssey employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(vvii) All the following with respect to any stock options granted to you under the LTIP to be adopted by the Board or as applicable to options granted by the Board in absence of an adopted plan and any Viacom Inc. long-term incentive plan predecessor or successor plans (“LTIP”):
(x) all LTIP stock options that have not vested as of and become exercisable on the date of your such termination of employment, but that would have vested on or before the end of the Contract Period, Employment Period shall become fully vested vest on the date of termination;
; such LTIP stock options shall remain exercisable for six (vi6) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the months after such date of your termination of Xxxx Xxxxx November 27or, 2012 employmentif earlier, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive planuntil their expiration date; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Termination Payments/Benefits. In the event that If your employment terminates under paragraph 11(a) or (bParagraph 8(b), you shall will thereafter receive receive, less applicable withholding taxes, and conditioned on your execution of a General Release and Waiver of Claims substantially in the compensation and benefits described below and the following shall applyform attached hereto as an Addendum:
(i) The Company shall continue to pay your Salary (at the rate Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicableterminates, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination date of your employmentsuch termination, or which will be paid in accordance with Blockbuster’s then effective payroll practices;
(ii) bonus compensation for the portion of the calendar year from January 1st until the date of the termination, payable by the end of the first quarter of the following year, will be determined in accordance with the STIP (i.e., based on Blockbuster’s achievement of specified goals and Blockbuster’s good faith estimate of your achievement of your personal goals, if applicable) and prorated for such period;
(iii) medical, dental and vision insurance coverage provided under COBRA at existing employee rates pursuant to Blockbuster’s then-current benefit plans until the end of the Term or, if earlier, the date on which you become eligible for medical and/or medical, dental or vision coverage from another employera third party; provided, that, during the period that the Company Blockbuster provides you with this coverage, an amount equal to the total difference between the applicable COBRA cost premiums less existing employee rates (or such other amounts amount as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Blockbuster may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and medical, dental coverage or vision insurance under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), your car allowance until the end of the Contract Period orTerm, if longer, paid in accordance with Blockbuster’s then effective payroll practices;
(v) life insurance coverage until the end of the period in which you are receiving payments Term, pursuant to paragraph 11(c)(i), in accordance with the CompanyBlockbuster’s then-current policy, as may be amended from time to time, and policy in the amount then furnished to Blockbuster employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(vvi) All stock options granted to you under any Viacom Inc. longBlockbuster’s Long-term incentive plan that have not vested as of Term Management Incentive Plan (“LTMIP”) which are exercisable on or prior to the date of your termination of employment, but your employment under Paragraph 8(b) hereof and that would have vested and become exercisable on or before the end last date of the Contract Period, shall become fully vested on Term will be exercisable until six (6) months after the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as such termination or, if earlier, the expiration date of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsstock options.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;; Xxxxxx Xxxxxx As of October 31, 2016
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an Mr. Xxxxx Xxxxx October 1, 2014 amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with $5 million life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event Mr. Xxxx Xxxxx As of November 27, 2014 exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with $5 million life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable Xx. Xxxxxxx Xxx As of April 11, 2022 levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. long-term incentive plan of the Company’s equity plans as in effect from time to time:
(x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date later of your termination Separation Date or upon receipt of Xxxx Xxxxx November 27a Release executed by you, 2012 employmentand such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise such period provided herein or under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options; and
(viiiy) The Company all outstanding stock options that have vested on or prior to your Separation Date shall pay remain exercisable for six (6) months after such date (or continue to provideif longer, as applicablesuch period provided under the terms of the applicable long-term incentive plan), but in no event later than the Accrued Compensation and Benefitsexpiration date of such options.
Appears in 1 contract
Termination Payments/Benefits. In the event that If your employment terminates under paragraph 11(a) or (bParagraph 8(b), you shall will thereafter receive receive, less applicable withholding taxes, and conditioned on your execution of a General Release and Waiver of Claims substantially in the compensation and benefits described below and the following shall applyform attached hereto as an Addendum:
(i) The Company shall continue to pay your Salary (at the rate Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicableterminates, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination date of your employmentsuch termination, or which will be paid in accordance with Blockbuster’s then effective payroll practices;
(ii) bonus compensation for the portion of the calendar year from January 1st until the date of the termination, payable by the end of the first quarter of the following year, will be determined in accordance with the STIP (i.e., based on Blockbuster’s achievement of specified goals and Blockbuster’s good faith estimate of your achievement of your personal goals, if applicable) and prorated for such period;
(iii) medical, dental and vision insurance coverage provided under COBRA at existing employee rates pursuant to Blockbuster’s then-current benefit plans until the end of the Term or, if earlier, the date on which you become eligible for medical and/or medical, dental or vision coverage from another employera third party; provided, that, during the period that the Company Blockbuster provides you with this coverage, an amount equal to the total difference between the applicable COBRA cost premiums less existing employee rates (or such other amounts amount as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Blockbuster may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and medical, dental coverage or vision insurance under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), your car allowance until the end of the Contract Period orTerm, if longerpaid in accordance with Blockbuster’s then effective payroll practices; Xxxxx Xxxxxx September 4, 2007
(v) life insurance coverage until the end of the period in which you are receiving payments Term, pursuant to paragraph 11(c)(i), in accordance with the CompanyBlockbuster’s then-current policy, as may be amended from time to time, and policy in the amount then furnished to Blockbuster employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(vvi) All stock options granted to you under any Viacom Inc. longBlockbuster’s Long-term incentive plan that have not vested as of Term Management Incentive Plan (“LTMIP”) which are exercisable on or prior to the date of your termination of employment, but your employment under Paragraph 8(b) hereof and that would have vested and become exercisable on or before the end last date of the Contract Period, shall become fully vested on Term will be exercisable until six (6) months after the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as such termination or, if earlier, the expiration date of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsstock options.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one twelve (112) year months or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the fiscal year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract PeriodPeriod (subject to the limitation set forth in the next paragraph);
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(viv) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(viv) All restricted share units granted to you after January 1, 2007 under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(viivi) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viiivii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.. Dxxxxx Xxxxx July 1, 2010
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that If your employment terminates under paragraph 11(a) or (bParagraph 8(b), you shall will thereafter receive receive, less applicable withholding taxes, and conditioned on your execution of a General Release and Waiver of Claims substantially in the compensation and benefits described below and the following shall applyform attached hereto as an Addendum:
(i) The Company shall continue to pay your Salary (at the rate Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicableterminates, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination date of your employmentsuch termination, or which will be paid in accordance with Blockbuster’s then effective payroll practices;
(ii) bonus compensation for the portion of the calendar year from January 1st until the date of the termination, payable by the end of the first quarter of the following year, will be determined in accordance with the STIP (i.e., based on Blockbuster’s achievement of specified goals and Blockbuster’s good faith estimate of your achievement of your personal goals, if applicable) and prorated for such period;
(iii) medical, dental and vision insurance coverage provided under COBRA at existing employee rates pursuant to Blockbuster’s then-current benefit plans until the end of the Term or, if earlier, the date on which you become eligible for medical and/or medical, dental or vision coverage from another employera third party; provided, that, during the period that the Company Blockbuster provides you with this coverage, an amount equal to the total difference between the applicable COBRA cost premiums less existing employee rates (or such other amounts amount as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company Blockbuster may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and medical, dental coverage or vision insurance under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), your car allowance until the end of the Contract Period orTerm, if longer, paid in accordance with Blockbuster's then effective payroll practices;
(v) life insurance coverage until the end of the period in which you are receiving payments Term, pursuant to paragraph 11(c)(i), in accordance with the CompanyBlockbuster’s then-current policy, as may be amended from time to time, and policy in the amount then furnished to Blockbuster employees at no cost to other Company executives at comparable levels. Such (the amount of such coverage shall end in will be reduced by the event you are eligible to obtain amount of life insurance coverage from another furnished to you at no cost by a third party employer;); and
(vvi) All stock options granted to you under any Viacom Inc. longBlockbuster's Long-term incentive plan that have not vested as of Term Management Incentive Plan (“LTMIP”) which are exercisable on or prior to the date of your termination of employment, but your employment under Paragraph 8(b) hereof and that would have vested and become exercisable on or before the end last date of the Contract Period, shall become fully vested on Term will be exercisable until six (6) months after the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as such termination or, if earlier, the expiration date of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsstock options.
Appears in 1 contract
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;; Xxxxxx Xxxxxx As of December 12, 2016
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of (i) the end of the Contract Period, but in no event less than twelve (12) months after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All stock options granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of terminationtermination and all stock options granted under any such plan shall continue to be exercisable in accordance with the award but in no event for a period less than twelve (12) months following the date of termination of your employment or, if earlier, the scheduled expiration date of the option;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) All performance share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxxxx Xxxxxx As of December 12, 2016 employment shall vest in accordance with the Terms & Conditions associated with each performance share unit award.;
(viii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viiiix) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefits.
Appears in 1 contract
Samples: Employment Agreement (Viacom Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a10(b) or (bc), you shall thereafter receive the compensation following, less applicable deductions and benefits described below and the following shall applywithholding taxes:
(i) The Company shall continue A lump sum payment equal to pay your Salary (at the rate Annual Salary, as in effect on the date of termination) at the same time and in the same manner as if you had not terminated on which your employment for the longer of one (1) year or until terminates, pro-rated through the end of Xx. Xxxxxxxx X. Cruz III October 15, 2008 the Contract PeriodTerm. Such payment shall be made within thirty (30) days after the termination of your employment;
(ii) You A lump sum payment equal to your Annual Incentive that would have been payable for the calendar year of your termination under the Annual Incentive Plan if you had remained employed for the entire year, based on actual performance during the entire year and without regard to any discretionary adjustments that have the effect of reducing the amount of your Annual Incentive (other than discretionary adjustments applicable to all similarly situated executives in the plan who did not terminate employment), pro-rated for the portion of the year through the date of termination. Such payment shall be eligible made at the same time that payments are made to other participants in the Annual Incentive Plan for that year and shall be in lieu of any Annual Incentive that you would have otherwise been entitled to receive a Bonus or Pro-Rated Bonus, as applicable, under the terms of the Annual Incentive Plan for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occursof termination;
(iii) Provided you validly elect continuation A lump sum payment equal to your target Annual Incentive in effect on the date on which your employment terminates, multiplied by the remaining number of years and fractions thereof in the Term (with each full and partial month counting as one-twelfth (1/12th) of a year). Such payment shall be made within thirty (30) days after the termination of your medical employment;
(iv) Medical and dental insurance coverage provided under Section 4980B(f) of the Internal Revenue Code of 1986 COBRA (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your or early retiree medical if eligible for such coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue elected) at no cost to you (except as set forth belowhereafter described) pursuant to the plans then covering the employees of the Company (until the earlier of (i) the end of the Contract PeriodTerm or, but in no event less than twelve (12) months after the termination of your employmentif earlier, or (ii) the date on which you become eligible for medical and/or and dental coverage from another employera third party, which period of coverage shall run concurrently with the period of continuation coverage under Section 4980B of the Code); provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost premiums (or such other amounts as may be required by law) will be included in your income for tax purposes to the extent required by law and the Company may withhold taxes from your termination payments compensation for this purpose; and provided, further, that you may elect to continue your medical and dental insurance coverage under COBRA COBRA, if applicable, at your own expense for the balance, if any, of the period required by law;; and
(ivv) The Company shall take all steps reasonably necessary to continue to provide you with the life insurance coveragecoverage pursuant to the policy then covering the employees of the Company (and if the policy cannot be continued in its then-current form, the Company shall exercise any required conversion Xx. Xxxxxxxx X. Cruz III October 15, 2008 features to continue the policy) in the amount then furnished to the Company employees, at no premium cost to you (unless you had no coverage at the time of termination)you, until the end of the Contract Period or, if longer, the end Term. The amount of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may such coverage will be amended from time to time, and in reduced by the amount then of life insurance coverage furnished to you at no cost to other Company executives at comparable levelsby a third party employer. Such coverage shall end Notwithstanding the foregoing, in the event you are eligible your employment is terminated pursuant to obtain life insurance coverage from another employer;
paragraphs 10(b) or (c) with less than 18 months remaining in the Term, then for purposes of determining the payments and benefits described in paragraphs 10(d)(i), (iii), (iv), and (v) All stock options granted ), the Term shall be deemed to you under any Viacom Inc. long-term incentive plan that have not vested as of 18 months remaining at the date time of your termination of employment, but . You understand and agree that would have vested on or before notice given by the end Company in accordance with paragraph 1 that it does not intend to continue to employ you beyond the expiration of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted Term does not constitute termination pursuant to you under any Viacom Inc. long-term incentive plan that have not vested as of the date of your termination of Xxxx Xxxxx November 27, 2012 employment, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise provided herein or under the terms of the applicable long-term incentive plan; and
(viii) The Company shall pay or continue to provide, as applicable, the Accrued Compensation and Benefitsparagraph 10(c).
Appears in 1 contract
Samples: Employment Agreement (Scripps Networks Interactive, Inc.)
Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:
(i) The Company shall continue to pay your Salary (at the rate in effect on the date of termination) at the same time and in the same manner as if you had not terminated employment for the longer of one (1) year or until the end of the Contract Period;
(ii) You shall be eligible to receive a Bonus or Pro-Rated Bonus, as applicable, for each Company fiscal year or portion thereof during the Contract Period, calculated as provided in paragraph 19(e)(iii), provided that the total severance payment you receive pursuant to paragraphs 11(c)(i) and (ii) shall in no event exceed two times the sum of your Salary and Target Bonus in the year in which such termination occurs;
(iii) Provided you validly elect continuation of your medical and dental coverage under Section 4980B(f) of the Internal Revenue Code of 1986 (the “Code”) (relating to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)), your coverage and participation under the Company’s medical and dental benefit plans and programs in which you were participating immediately prior to your termination of employment pursuant to this paragraph 11, shall continue at no cost to you (except as set forth below) until the earlier of Xx. Xxxxxx Xxxxxx As of June 21, 2023
(i) the end of the Contract Period, but in no event less than twelve one (121) months year after the termination of your employment, or (ii) the date on which you become eligible for medical and/or dental coverage from another employer; provided, that, during the period that the Company provides you with this coverage, an amount equal to the total applicable COBRA cost (or such other amounts as may be required by law) will be included in your income for tax purposes and the Company may withhold taxes from your termination payments for this purpose; and provided, further, that you may elect to continue your medical and dental coverage under COBRA at your own expense for the balance, if any, of the period required by law;
(iv) The Company shall continue to provide you with life insurance coverage, at no premium cost to you (unless you had no coverage at the time of termination), until the end of the Contract Period or, if longer, the end of the period in which you are receiving payments pursuant to paragraph 11(c)(i), in accordance with the Company’s then-current policy, as may be amended from time to time, and in the amount then furnished at no cost to other Company executives at comparable levels. Such coverage shall end in the event you are eligible to obtain life insurance coverage from another employer;
(v) All With respect to any stock options granted to you under any Viacom Inc. of the Company’s long-term incentive plan plans in effect from time to time:
(x) all stock options that have not vested as of the date termination of your termination of employmentemployment (your “Separation Date”), but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vi) All restricted share units granted to you under any Viacom Inc. long-term incentive plan that have not vested as of the date later of your termination Separation Date or upon receipt of Xxxx Xxxxx November 27a Release executed by you, 2012 employmentand such stock options shall remain exercisable for six (6) months after your Separation Date (or if longer, but that would have vested on or before the end of the Contract Period, shall become fully vested on the date of termination;
(vii) There shall be no acceleration of the vesting of any equity or long-term incentive awards granted to you under any Viacom Inc. long-term incentive plan, unless otherwise such period provided herein or under the terms of the applicable long-term incentive plan), but in no event later than the expiration date of such options; and
(viiiy) The Company all outstanding stock options that have vested on or prior to your Separation Date shall pay remain exercisable for six (6) months after such date (or continue to provideif longer, as applicablesuch period provided under the terms of the applicable long-term incentive plan), but in no event later than the Accrued Compensation and Benefitsexpiration date of such options.
Appears in 1 contract
