Termination Prior to a Change of Control. If, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shall: (a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and (b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and (c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and (d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment.
Appears in 8 contracts
Samples: Change of Control/Severance Agreement (Waters Corp /De/), Change of Control/Severance Agreement (Waters Corp /De/), Change of Control/Severance Agreement (Waters Corp /De/)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c5(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's ’s employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e5(c) below), the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect for at any time during the Executive in the twelve-twelve month period immediately prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified nonqualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any unvested portion of any qualified or nonqualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 4 contracts
Samples: Change of Control/Severance Agreement (Parexel International Corp), Change of Control/Severance Agreement (Parexel International Corp), Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shallthen:
(a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve Accrued Rights within thirty (1230) months following days of termination;
(ii) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 11(k), a single lump sum cash payment within five (5) days following the Change expiration of Control; or such revocation period provided for in the Release equal to two (2) times the sum of Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the date year prior to such termination of employment;
(iv) subject to Section 11(k), a single lump sum cash payment within five (5) days following the Executive commences subsequent employment; providedexpiration of such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, that if interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (A) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's continued participation ’s termination of employment, whichever is not possible later) which Executive would have accrued under the terms of any one tax qualified defined benefit plan or more scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of those termination) twenty-four (24) additional months of service credit thereunder and had pensionable compensation equal to the pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding the year in which such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plans; and
(v) for twenty-four (24) months following his date of termination, the Company shall arrange to provide Executive with life (for the Executive only, excluding spouse or dependent life insurance) and health insurance plansbenefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; and provided that if the Company is unable to continue Executive’s life insurance coverage under the Company’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 3 contracts
Samples: Employment Agreement (Cooper-Standard Holdings Inc.), Employment Agreement (Cooper-Standard Holdings Inc.), Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shallthen:
(a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve Accrued Rights;
(12ii) months following a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 11.k., a single lump sum cash payment within five (5) days following the Change expiration of Control; or such revocation period provided for in the Release equal to two (2) times the sum of Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the date year prior to such termination of employment;
(iv) subject to Section 11.k., a single lump sum cash payment within five (5) days following the Executive commences subsequent employment; providedexpiration of such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, that if interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (A) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's continued participation ’s termination of employment, whichever is not possible later) which Executive would have accrued under the terms of any one tax qualified defined benefit plan or more scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of those termination) twenty-four (24) additional months of service credit thereunder and had pensionable compensation equal to the pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding the year in which such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plans; and
(v) for twenty-four (24) months following his date of termination, the Company shall arrange to provide Executive with life (for the Executive only, excluding spouse or dependent life insurance) and health insurance plansbenefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; and provided that if the Company is unable to continue Executive’s life insurance coverage under the Company’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 3 contracts
Samples: Employment Agreement (Cooper-Standard Holdings Inc.), Employment Agreement (Cooper-Standard Holdings Inc.), Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. (a) If, within nine (9) months prior to a Change of Control and subsequent to the commencement of the substantive discussions that ultimately result in the Change of Control a "Change of Control" (as such term is defined in Section 3(b) below), the Company terminates the Executive's employment with the Company without "Cause" (as such term is defined in Section 3(c) below) and subsequent to or the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company Executive terminates the Executive's his/her employment with the Company for a reason other than Cause "Good Reason" (as such term is defined in Section 3(d1(b) below); provided, death however, that any such termination by the Executive must occur promptly (and in any event within 90 days) after the occurrence of the event or Disability (as such term is defined in Section 3(e) below)events constituting "Good Reason", the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum amount of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the such Executive in the twelve-twelve month period prior to the termination of his or her employment) and that would have been paid to such Executive had he or she remained an employee of the Company through the Change of Control; and
(2) Pay to the Executive, within ten business days following the Change of Control, a lump sum amount (net of any required withholding) equal to: (i) twelve months of monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve month period prior to the termination of his or her employment), plus (ii) an amount equal the maximum bonus that could have been payable to the amount payable pursuant to the immediately preceding clause such Executive (iassuming continued employment) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for during the year in which the Change of Control occurs based on bonus arrangements in effect at any time during the twelve month period immediately prior to the termination of his or her employment which would pay the Executive's employment occursExecutive the highest maximum bonus (all payments under this Section 1(a)(2) being referred to, collectively, as the "Severance Payments"); and
(b3) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c4) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company stock options held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; andprovided, however, that: (i) such acceleration of exercisability shall not occur to the extent that: (A) the Change of Control is intended to be accounted for as a pooling of interests; and (B) the Company concludes, after consulting with its independent accountants, that such acceleration would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes; (ii) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (iii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan.
(d5) Beginning on the Change of Control, provide executive outplacement services from an outplacement company selected by the Executive, with such services to extend until the earlier of: (i) twelve months following the Change of Control; or (ii) the date on which the Employee secures new full-time employment; provided, however, that the Company shall not be required to provide more than $25,000 of such services to the Executive.
(6) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); . provided, however, that any amounts and benefits set forth in this Section 1 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
(b) For purposes of this Section 1, "Good Reason" shall mean: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his/her position, authority, duties or responsibilities as of the date of this Agreement or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof, other than as a result of across-the-board reductions or terminations affecting officers of the Company generally; or (iii) a relocation of the Executive's place of business which results in the one-way commuting distance for the Executive increasing by more than 20 miles provided, however, that travel consistent with past practices for business purposes shall not be considered "commuting" for purposes of this clause.
Appears in 2 contracts
Samples: Change of Control Agreement (Parexel International Corp), Change of Control Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c5(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's ’s employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e5(c) below), the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect for at any time during the Executive in the twelve-twelve month period immediately prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any unvested portion of any qualified or non-qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c5(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's ’s employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e5(c) below), the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by net of any required withholding), within ten (10) business days following the Change of Control, equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect for at any time during the Executive in the twelve-twelve month period immediately prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified nonqualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any unvested portion of any qualified or nonqualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. (a) If, within nine (9) months prior to a Change of Control and subsequent to the commencement of the substantive discussions that ultimately result in the Change of Control a "Change of Control" (as such term is defined in Section 3(b) below), the Company terminates the Executive's employment with the Company without "Cause" (as such term is defined in Section 3(c) below) and subsequent to or the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company Executive terminates the Executive's his/her employment with the Company for a reason other than Cause "Good Reason" (as such term is defined in Section 3(d1(b) below); provided, death however, that any such termination by the Executive must occur promptly (and in any event within 90 days) after the occurrence of the event or Disability (as such term is defined in Section 3(e) below)events constituting "Good Reason", the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum amount of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the such Executive in the twelve-twelve month period prior to the termination of his or her employment) and that would have been paid to such Executive had he or she remained an employee of the Company through the Change of Control; and
(2) Pay to the Executive, within ten business days following the Change of Control, a lump sum amount (net of any required withholding) equal to: (i) twelve months of monthly base salary (at the highest monthly base salary rate in effect for such Executive in the twelve month period prior to the termination of his or her employment), plus (ii) an amount equal the maximum bonus that could have been payable to the amount payable pursuant to the immediately preceding clause such Executive (iassuming continued employment) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for during the year in which the Change of Control occurs based on bonus arrangements in effect at any time during the twelve month period immediately prior to the termination of his or her employment which would pay the Executive's employment occursExecutive the highest maximum bonus (all payments under this Section 1(a)(2) being referred to, collectively, as the "Severance Payments"); and
(b3) Provide the Executive and his or her dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his or her employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c4) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of stock options (other than any options granted pursuant to the Option Agreement between Executive and Company or any subsidiary or affiliate of the Company dated December 31, 1996) held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; andprovided, however, that: (i) such acceleration of exercisability shall not occur to the extent that: (A) the Change of Control is intended to be accounted for as a pooling of interests; and (B) the Company concludes, after consulting with its independent accountants, that such acceleration would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes; (ii) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (iii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan.
(d5) Beginning on the Change of Control, provide executive outplacement services from an outplacement company selected by the Executive, with such services to extend until the earlier of: (i) twelve months following the Change of Control; or (ii) the date on which the Employee secures new full-time employment; provided, however, that the Company shall not be required to provide more than $25,000 of such services to the Executive.
(6) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); . provided, however, that any amounts and benefits set forth in this Section 1 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
(b) For purposes of this Section 1, "Good Reason" shall mean: (i) the assignment to the Executive of any duties inconsistent in any adverse, material respect with his/her position, authority, duties or responsibilities as of the date of this Agreement or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (ii) a material reduction in the aggregate of the Executive's base or incentive compensation or the termination of the Executive's rights to any employee benefits, except to the extent any such benefit is replaced with a comparable benefit, or a reduction in scope or value thereof, other than as a result of across-the-board reductions or terminations affecting officers of the Company generally; or (iii) a relocation of the Executive's place of business which results in the one-way commuting distance for the Executive increasing by more than 20 miles provided, however, that travel consistent with past practices for business purposes shall not be considered "commuting" for purposes of this clause.
Appears in 1 contract
Samples: Change of Control Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control Control, then:
(as i) the Accrued Rights within thirty (30) days of termination;
(ii) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such term is defined in year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 3(c11(k), a single lump sum cash payment within five (5) below) and subsequent to days following the commencement expiration of substantive discussions that ultimately result such revocation period provided for in the Change Release equal to one (1) times the sum of Control, but Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the year prior to such Change termination of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause employment;
(as such term is defined in iv) subject to Section 3(d) below11(k), death or Disability (as such term is defined in Section 3(e) below), the Company shall:
(a) Pay to the Executive a single lump sum amount cash payment within five (reduced by any required withholding), within ten (105) business days following the Change expiration of Control, such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (iA) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive would have accrued under the terms of any tax qualified defined benefit plan or scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of termination) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination additional months of his employment) service credit thereunder and (ii) an amount had pensionable compensation equal to the amount payable pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's employment occurs’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plans; and
(bv) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: for twenty-four (i) the date which is twelve (1224) months following the his date of termination, the Change of Control; or Company shall arrange to provide Executive with life (ii) the date for the Executive commences subsequent employmentonly, excluding spouse or dependent life insurance) and health insurance benefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; provided, and provided that if the Company is unable to continue Executive's continued participation is not possible ’s life insurance coverage under the terms of any one or more of those insurance plansCompany’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c5(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's ’s employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d5(c) below), death or Disability ):
(as such term is defined in Section 3(e1) below), the Company shall:
(a) Pay shall pay to the Executive a lump sum amount (reduced by net of any required withholding), within ten (10) business days following the Change of Control, equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the fiscal year in which the termination of employment occurs based on bonus arrangements in effect for the Executive in the twelve-month period immediately prior to the termination of his employment; and
(2) the Company shall (i) subject to the terms and conditions provided for by the law known as “COBRA”, provided the Executive has timely elected COBRA and continues to be covered by COBRA at the time of the Change of Control and subject to the Executive’s copayment of premium amounts at the active employee rate, pay the Company’s share of premium payments as from time to time in effect for active employees for group medical and dental insurance through the earliest of (1) twelve (12) months following the Change of Control, (2) the date the Executive becomes eligible through new employment for medical and/or dental, or (3) the date the Executive becomes ineligible for COBRA benefits (as applicable, the “COBRA Contribution Period”); provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Code, and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. The Executive agrees to give prompt written notice of any subsequent employment he obtains during the COBRA Contribution Period. If the Company determines, in its discretion, that it cannot pay its share of premium payments as described in this Section 2(a)(2) without income tax consequences to the Executive, the Company may instead provide an additional amount of severance to the Executive sufficient to cover the employer share of the premium for the Executive’s group medical and dental insurance coverage for the period described in this Section 2(a)(2), together with an amount sufficient to pay any taxes on such additional severance payments; and (ii) an amount equal subject to the amount payable pursuant terms and conditions of such plan, until the earlier of twelve (12) months following the Change of Control or the date the Executive becomes eligible through new employment for life and/or accident insurance, provide the Executive with life and accident insurance or reimburse the Executive for the costs of his obtaining life and/or accident insurance substantially comparable to the immediately preceding clause (i) times his target bonus percentage under such benefits as provided to him by the Company's Management Incentive Plan or . The Executive agrees to give prompt written notice of any successor plan for the year in which the termination of the Executive's subsequent employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately he obtains prior to the termination of his employment until the earlier of: (i) the date which that is twelve (12) months following the Change of Control that results in his eligibility for life and/or accident insurance; and
(3) except as provided herein, notwithstanding any vesting schedule, forfeiture provisions, or anything else to the contrary in the respective award agreement or plan document governing such award, each outstanding and unvested equity award that vests solely based on the passage of time held by the Executive as of the day prior to his termination of employment with the Company shall remain outstanding for the period of nine (9) months following the Executive’s termination of employment with any vesting of such award being suspended until it is determined whether there is a Change of Control during the nine (9) month period following his termination of employment and (i) if a Change of Control occurs within such nine (9) month period, be treated as if the Executive had remained employed by the Company through the effective date of the Change of Control; Control and, subject to Section 5(h) below, immediately become vested, exercisable and issuable and any forfeiture restrictions thereon shall lapse as of the Change of Control or (ii) if no Change of Control occurs within such nine (9) month period, terminate and be of no further force or effect. For the date avoidance of doubt, (x) no award shall remain outstanding by virtue of this Section 2(a)(3) beyond its original term and (y) each outstanding and unvested equity award that vests based on the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms achievement of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company performance metrics held by the Executive pursuant as of the day prior to any such equity incentive agreement on the Executive's last date his termination of employment with the Company that have shall not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held be governed by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(dthis Section 2(a)(3) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law)shall instead be governed by its terms; provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits with the exception of qualified or nonqualified retirement or deferred compensation benefits paid or payable to the Executive as a result of the termination of his employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c4(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below)without Cause, the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-twelve month period prior to the termination of his employment) and ), plus (ii) an amount equal the target bonus that could have been payable to the amount payable pursuant to the immediately preceding clause Executive (iassuming continued employment) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for during the year in which the Change of Control occurs based on bonus arrangements in effect at any time during the twelve month period immediately prior to the termination of the Executive's employment occurshis employment; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: -------- ------- (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 -------- ------- shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control Control, then:
(as i) the Accrued Rights;
(ii) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such term is defined in year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 3(c11.k., a single lump sum cash payment within five (5) below) and subsequent to days following the commencement expiration of substantive discussions that ultimately result such revocation period provided for in the Change Release equal to one (1) times the sum of Control, but Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the year prior to such Change termination of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shall:employment;
(aiv) Pay subject to the Executive Section 11.k., a single lump sum amount cash payment within five (reduced by any required withholding), within ten (105) business days following the Change expiration of Control, such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (iA) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive would have accrued under the terms of any tax qualified defined benefit plan or scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of termination) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination additional months of his employment) service credit thereunder and (ii) an amount had pensionable compensation equal to the amount payable pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's employment occurs’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plans; and
(bv) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: for twenty-four (i) the date which is twelve (1224) months following the his date of termination, the Change of Control; or Company shall arrange to provide Executive with life (ii) the date for the Executive commences subsequent employmentonly, excluding spouse or dependent life insurance) and health insurance benefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; provided, and provided that if the Company is unable to continue Executive's continued participation is not possible ’s life insurance coverage under the terms of any one or more of those insurance plansCompany’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c4(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below)without Cause, the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-twelve month period prior to the termination of his employment) and ), plus (ii) an amount equal the target bonus that could have been payable to the amount payable pursuant to the immediately preceding clause Executive (iassuming continued employment) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for during the year in which the Change of Control occurs based on bonus arrangements in effect at any time during the twelve month period immediately prior to the termination of the Executive's employment occurshis employment; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c4(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e4(c) below), the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect for at any time during the Executive in the twelve-twelve month period immediately prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shallthen:
(a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve Accrued Rights within thirty (1230) months following days of termination;
(ii) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 11(k), a single lump sum cash payment within five (5) days following the Change expiration of Control; or such revocation period provided for in the Release equal to two (2) times the sum of Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the date year prior to such termination of employment;
(iv) subject to Section 11(k), a single lump sum cash payment within five (5) days following the Executive commences subsequent employment; providedexpiration of such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, that if interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (A) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's continued participation ’s termination of employment, whichever is not possible later) which Executive would have accrued under the terms of any one tax qualified defined benefit plan or more scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of those termination) twenty-four (24) additional months of service credit thereunder and had pensionable compensation equal to the pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding the year in which such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plan; and
(v) for twenty-four (24) months following his date of termination, the Company shall arrange to provide Executive with life (for the Executive only, excluding spouse or dependent life insurance) and health insurance plansbenefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; and provided that if the Company is unable to continue Executive’s life insurance coverage under the Company’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shallthen:
(a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve Accrued Rights;
(12ii) months following a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 11.k., a single lump sum cash payment within five (5) days following the Change expiration of Control; or such revocation period provided for in the Release equal to two (2) times the sum of Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the date year prior to such termination of employment;
(iv) subject to Section 11.k., a single lump sum cash payment within five (5) days following the Executive commences subsequent employment; providedexpiration of such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, that if interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (A) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's continued participation ’s termination of employment, whichever is not possible later) which Executive would have accrued under the terms of any one tax qualified defined benefit plan or more scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of those termination) twenty-four (24) additional months of service credit thereunder and had pensionable compensation equal to the pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding the year in which such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plan; and
(v) for twenty-four (24) months following his date of termination, the Company shall arrange to provide Executive with life (for the Executive only, excluding spouse or dependent life insurance) and health insurance plansbenefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; and provided that if the Company is unable to continue Executive’s life insurance coverage under the Company’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. If(a) Notwithstanding the provision of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c4(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below)without Cause, the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum eighteen (18) months of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-twelve month period prior to the termination of his employment) and (ii) an amount equal ). In addition, the Company shall pay to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under Executive, in accordance with the Company's Management Incentive Plan or any successor plan regular practice for the year in which payment of bonuses, pursuant to its Performance Bonus Plan, the target bonus that could have been payable to the Executive (assuming continued employment) for the eighteen (18) month period after the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: -------- ------- (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 -------- ------- shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c4(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e4(c) below), the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect for at any time during the Executive in the twelve-twelve month period immediately prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any unvested portion of any qualified or non-qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
Termination Prior to a Change of Control. If, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shall:
(a) Pay to the Executive (i) a lump sum amount (reduced by net of any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) his twelve (12) times his months of monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-twelve month period prior to the termination of his employment) and (ii) an amount equal to the amount payable bonus earned, if any, by the Executive pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan management incentive plan or any successor plan for and unpaid to the Executive during the year in which the termination of the Executive's employment occursoccurs based on bonus achievement measurements established by the Company's Board of Directors for senior executives of the Company as in effect immediately prior to the Executive's termination, as determined at the end of the fiscal year in which the termination occurs in accordance with the Company's standard and customary practices, as in effect immediately prior to the Executive's termination, relating to the allocation and distribution of bonuses to its senior executives. Such earned bonus amount as described in this Section 1(a)(ii) (net of any required withholding) shall be paid to the Executive in accordance with the Company's standard and customary practices relating to the payment of bonuses to its senior executives, as in effect immediately prior to the Executive's termination; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those such insurance plans, the Company shall provide substantially comparable insurance benefits to the Executive and his dependents; provided further, that in the event that the Executive independently obtains life, accident, health or dental insurance because the Company is not able to obtain substantially comparable insurance benefits to the Executive and his dependents, the Company shall be obligated hereunder to pay to the Executive an aggregate amount of the premiums not in excess of the amount the Company would have paid in premiums under the relevant plan or such insurance plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or Company's life, accident, health and dental insurance plans. The Notwithstanding anything to the contrary stated above, the Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, ) to the extent such coverage is required to be provided in accordance with applicable law. For the period during which the Executive is entitled to COBRA coverage, the premiums for such coverage shall be paid by the Company (either by direct payment of such premiums, or by reimbursing the Executive for such premiums), and the period of the COBRA coverage shall be counted toward the Company's obligation to provide COBRA coverage to the Executive under applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the 1996 Restated and Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k401(K) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Waters Corp /De/)
Termination Prior to a Change of Control. If, within nine (9) months If such termination of employment occurs prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shallthen:
(a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve Accrued Rights;
(12ii) months following a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in respect of such year based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable had Executive’s employment not terminated;
(iii) subject to Section 11.k., a single lump sum cash payment within five (5) days following the Change expiration of Control; or such revocation period provided for in the Release equal to two (2) times the sum of Executive’s (i) Base Salary plus (ii) Target Annual Bonus for the date year prior to such termination of employment;
(iv) subject to Section 11.k., a single lump sum cash payment within five (5) days following the Executive commences subsequent employment; providedexpiration of such revocation period provided for in the Release equal to the actuarial equivalent (determined using all of the same mortality, that if interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the applicable Retirement Plan (as defined below)) of the excess of (A) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive's continued participation ’s termination of employment, whichever is not possible later) which Executive would have accrued under the terms of any one tax qualified defined benefit plan or more scheme and nonqualified supplementary defined benefit plan sponsored by the Company in which Executive participates (the “Retirement Plans”), determined as if the Executive had accumulated (after the date of those termination) twenty-four additional months of service credit thereunder and had pensionable compensation equal to the pensionable compensation (as determined pursuant to the terms of the Retirement Plans) paid to the Executive for the calendar year immediately preceding the year in which such termination of employment occurs, over (B) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of such Retirement Plans; and
(v) for twenty-four (24) months following his date of termination, the Company shall arrange to provide Executive with life (for the Executive only, excluding spouse or dependent life insurance) and health insurance plansbenefits on the same basis applicable to active employees of the Company, provided the Executive remits to the Company on a timely basis the monthly active employee premiums owed for such coverage; and provided that if the Company is unable to continue Executive’s life insurance coverage under the Company’s group policy, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed for Executive’s conversion policy for such period. Benefits otherwise receivable by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to this Subsection (v) shall become secondary to comparable benefits that are actually received by Executive during the remainder of such plans or otherwiseperiod following his termination, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to and any such equity incentive agreement on the Executive's last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held benefits actually received by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and
(d) On the Change of Control, cause any unvested portion of any qualified or non-qualified capital accumulation benefits granted shall be reported to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Plan, and the Waters Retirement Restoration Plan (or any plans that may become the successors to such plans) to become immediately vested (subject to applicable law); provided, however, that any amounts and Company. The continued health insurance benefits set forth in this Section 1 hereunder shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive count as a result of the termination of his employmentCOBRA continuation coverage.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Prior to a Change of Control. If(a) Notwithstanding the provisions of Section 1 above, if, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c5(b) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's ’s employment with the Company for a reason other than without Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e5(c) below), the Company shall:
(a1) Pay to the Executive a lump sum amount (reduced by any required withholding)Executive, within ten (10) business days following the Change of Control, a lump sum amount (net of any required withholding) equal to the sum of to: (i) twelve (12) times his monthly base salary months of Base Salary, plus (at ii) the highest monthly base salary rate target bonus that could have been payable to the Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect for at any time during the Executive in the twelve-twelve (12) month period immediately prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b2) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c3) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity stock options of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive's ’s last date of employment with the Company that have not expired to become exercisable, or in the case of any restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, exercisable on the Change of Control; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and
(d4) On the Change of Control, cause any unvested portion of any qualified or non-qualified nonqualified capital accumulation benefits granted to the Executive under the Waters Investment Plan, Waters Retirement Plan, Waters 401(k) Restoration Planbenefits, and the Waters Retirement Restoration Plan any unvested portion of any qualified or nonqualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (or any plans that may become the successors to such plans) but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 1 2 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of the termination of his or her employment.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Parexel International Corp)
