Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each August 31 thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced written notice of non-extension. (b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date. (c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay. (d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect. (e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 5 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009the third anniversary of the Effective Date, except that beginning on August 31, 2009 and each August 31 thereafterthe third anniversary of the Effective Date, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 90 days’ advanced advance written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth within thirty (60th30) day (or the next following business day if the sixtieth day is not a business day) days following the Termination Dateeffective date of such release and waiver.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Agreement expires pursuant to paragraph 5(a) or the Employee resigns other than for without Good Reason, is terminated for Cause, or dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b5(b) of this Agreement, but the terms and conditions of paragraph 6(c5(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Computer Associates International Inc)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009the third anniversary of the Effective Date, except that beginning on August 31, 2009 such third anniversary and each August 31 anniversary thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to (A) one (1) times Employee’s Base Salary and (B) Employee’s “Pro-Rated Annual Bonus.” For purposes of this Agreement, the “Pro-Rated Annual Bonus” shall be an amount equal to the target level of Employee’s Annual Bonus for the fiscal year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of days of the Employee’s Base Salary, employment since the beginning of such lump sum payment to be made no later than fiscal year and the sixtieth (60th) day (or the next following business day if the sixtieth day denominator of which is not a business day) following the Termination Date365.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b5(b) of this Agreement, but the terms and conditions of paragraph 6(c5(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each August 31 thereafter, the Employment Period will automatically extend for one year unless either third anniversary of the Employee or the Company gives at least 60 days’ advanced written notice of non-extensionEffective Date.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 5 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009the second anniversary of the Effective Date, except that beginning on August 31, 2009 and each August 31 thereafterthe second anniversary of the Effective Date, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced advance written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash ratably over 12 months, on the Company’s regular payroll dates, an amount equal to (A) one (1) times Employee’s Base Salary and (B) Employee’s “Pro-Rated Annual Bonus”. For purposes of this Agreement, the “Pro-Rated Annual Bonus” shall be an amount equal to the target level of Employee’s Annual Bonus for the fiscal year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of days of the Employee’s Base Salary, employment since the beginning of such lump sum payment to be made no later than fiscal year and the sixtieth (60th) day (or the next following business day if the sixtieth day denominator of which is not a business day) following the Termination Date365.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for without Good Reason, is terminated for Cause, or dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b5(b) of this Agreement, but the terms and conditions of paragraph 6(c5(c) shall remain in effect.
(e) If the Employee is becomes a participant in the Company’s CIC Severance Policy (as described above) and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate themthem .
Appears in 1 contract
Samples: Employment Agreement (Computer Associates International Inc)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 5 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009the second anniversary of the Effective Date, except that beginning on August 31, 2009 and each August 31 thereafterthe second anniversary of the Effective Date, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced advance written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash ratably over 12 months, on the Company’s regular payroll dates, an amount equal to (A) one (1) times Employee’s Base Salary and (B) Employee’s “Pro-Rated Annual Bonus”. For purposes of this Agreement, the “Pro-Rated Annual Bonus” shall be an amount equal to the target level of Employee’s Annual Bonus for the fiscal year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of days of the Employee’s Base Salary, employment since the beginning of such lump sum payment to be made no later than fiscal year and the sixtieth (60th) day (or the next following business day if the sixtieth day denominator of which is not a business day) following the Termination Date365.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for without Good Reason, is terminated for Cause, or dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b5(b) of this Agreement, but the terms and conditions of paragraph 6(c5(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy (as described above) and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each August 31 thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 6 of this Agreement, the “Employment Period” shall commence on the Effective Date August 1, 2006 and shall initially terminate on August 31, 20092008. At the end of the Employment Period, except that beginning on August 31, 2009 subject to the discretion of the Board of Directors and each August 31 thereafterthe Compensation Committee, the Employment Period will automatically extend for one year unless either Employee may remain with the Company on such terms and in such position as the Employee or and the Company gives at least 60 days’ advanced written notice Company, the Board of non-extensionDirectors and the Compensation Committee may mutually agree.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base SalarySalary for the remainder of the Employment Period (i.e., such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Dateuntil August 31, 2008).
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b5(b) of this Agreement, but the terms and conditions of paragraph 6(c5(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31September 30, 2009, except that beginning on August 31September 30, 2009 and each August 31 September 30 thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 Section 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31September 30, 20092010, except that beginning on August 31September 30, 2009 2010 and each August 31 September 30 thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 90 days’ advanced written notice of non-extensionextension (a “Notice of Non-Extension”). For purposes of this Agreement, “Employment Period” refers to the period of the Employee’s employment that is governed by the terms of this Agreement. Upon either party giving the other a Notice of Non-Extension, the Employment Period will end on September 30 of such year in which notice was given and except for, if applicable, the severance benefits expressly set forth in Section 5 of this Agreement, the Employee’s employment will no longer be subject to the terms of this Agreement.
(b) In the event that the Employee’s employment is terminated during the Employment Period either (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date. Additionally, the Employee shall be eligible to receive a portion of any outstanding Annual Bonus and One-Year and Three-Year Performance Share Awards for which the performance cycle ends within two years of the Employee’s Termination Date, provided that such payment (i) shall be made only after the end of the applicable performance cycle, (ii) shall be based upon the actual performance achieved as determined in the sole discretion of the Company (provided, however, that negative discretion shall only be applied if, and to the extent, it is applied generally to the executive management team) and (iii) shall be pro-rated for the portion of the performance period that has been completed by the Employee through the Termination Date (provided, however that nothing herein shall be construed to accelerate the vesting of any Performance Share Award). Additionally, 20,000 shares of restricted stock granted to the Employee on July 28, 2009 shall automatically vest on the date of termination.
(c) Notwithstanding anything herein In the event that the Employee receives a Notice of Non-Extension from the Company, subject to the contraryEmployee’s execution, delivery and non-revocation, within fifty-five (55) days following the date such Notice of Non-Extension is received, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the earlier of (i) September 30 of the year in which such Notice of Non-Extension is given or (ii) an earlier Termination Date. Additionally, the Employee shall be eligible to receive a portion of any outstanding Annual Bonus and One-Year and Three-Year Performance Share Awards for which the performance cycle ends within two years of the end of the earlier of (i) September 30 of the year in which such Notice of Non-Extension is given or (ii) an earlier Termination Date, provided that such payment (i) shall be made only after the end of the applicable performance cycle, (ii) shall be based upon the actual performance achieved as determined in the sole discretion of the Company (provided, however, that negative discretion shall only be applied if, and to the extent, it is applied generally to the executive management team) and (iii) shall be pro-rated for the portion of the performance period that has been completed by the Employee through the earlier of (i) September 30 of the year in which such Notice of Non-Extension is given or (ii) an earlier Termination Date. Additionally, 20,000 shares of restricted stock granted to the Employee on July 28, 2009 shall automatically vest on the earlier of (i) September 30 of the year in which such Notice of Non-Extension is given or (ii) an earlier Termination Date.
(d) Except as expressly provided herein, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(de) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(bSection 5(b) of this Agreement, but the terms and conditions of paragraph 6(cSection 5(d) shall remain in effect.
(ef) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each August 31 thereafter, the Employment Period will automatically extend for one year unless either first anniversary of the Employee or the Company gives at least 60 days’ advanced written notice of non-extensionEffective Date.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b5(b) of this Agreement, but the terms and conditions of paragraph 6(c5(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 Section 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31September 30, 20092010, except that beginning on August 31September 30, 2009 2010 and each August 31 September 30 thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 90 days’ advanced written notice of non-extensionextension (a “Notice of Non-Extension”). For purposes of this Agreement, “Employment Period” refers to the period of the Employee’s employment that is governed by the terms of this Agreement. Upon either party giving the other a Notice of Non-Extension, the Employment Period will end on September 30 of such year in which notice was given and except for, if applicable, the severance benefits expressly set forth in Section 5 of this Agreement, the Employee’s employment will no longer be subject to the terms of this Agreement.
(b) In the event that the Employee’s employment is terminated during the Employment Period either (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date. Additionally, the Employee shall be eligible to receive a portion of any outstanding Annual Bonus and One-Year and Three-Year Performance Share Awards for which the performance cycle ends within two years of the Employee’s Termination Date, provided that such payment (i) shall be made only after the end of the applicable performance cycle, (ii) shall be based upon the actual performance achieved as determined in the sole discretion of the Company (provided, however, that negative discretion shall only be applied if, and to the extent, it is applied generally to the executive management team) and (iii) shall be pro-rated for the portion of the performance period that has been completed by the Employee through the Termination Date (provided, however that nothing herein shall be construed to accelerate the vesting of any Performance Share Award). Additionally, 20,000 shares of restricted stock granted to the Employee on July 28, 2009 shall automatically vest on the date of termination.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning receives a Notice of Non-Extension from the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable subject to the Employee under paragraph 6(b) of this AgreementEmployee’s execution, but the terms delivery and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occursnon-revocation, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.within fifty-five
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 Section 6 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009the three-year anniversary from the Effective Date, except that beginning on August 31June 30, 2009 2013 and each August 31 anniversary thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 90 days’ advanced written notice of non-extensionextension (a “Notice of Non-Extension”). For purposes of this Agreement, “Employment Period” refers to the period of the Employee’s employment that is governed by the terms of this Agreement. Upon either party giving the other a Notice of Non-Extension, the Employment Period will end on June 30th of such year in which notice was given and the Employee’s employment will no longer be subject to the terms of this Agreement.
(ba) In the event that the Employee’s employment is terminated during the Employment Period either (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary$1,400,000, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date. Additionally, the Employee shall be eligible to receive a portion of any outstanding Annual Bonus, provided that such payment (i) shall be made only after the end of the applicable performance cycle, (ii) shall be based upon the actual performance of the Company achieved as determined in the sole discretion of the Company (provided, however, that negative discretion shall only be applied if, and to the extent, it is applied generally to the executive management team) and (iii) shall be pro-rated for the portion of the performance period that has been completed by the Employee through the Termination Date (provided, however, that nothing herein shall be construed to accelerate the vesting of any Performance Share Award). The Employee’s unvested Equity Awards granted pursuant to Sections 5(a) and 5(b) of this Agreement shall accelerate and vest immediately upon the Termination Date. Notwithstanding the foregoing, in accordance with the terms of the Incentive Plan, the Employee will have ninety (90) days from the Termination Date to exercise any vested but unexercised Stock Option Awards as of such date.
(cb) Notwithstanding anything herein to the contraryExcept as expressly provided herein, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock shares of CA, Inc. common stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(dc) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(bSection 6(a) of this Agreement, but the terms and conditions of paragraph 6(cSection 6(b) shall remain in effect.
(ed) If the Employee is a participant in the Company’s Change in Control Severance Policy (the “CIC Severance Policy Policy”) and a “Change in Control” occursoccurs (as defined therein), any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each August 31 thereafter, the Employment Period will automatically extend for one year unless either third anniversary of the Employee or the Company gives at least 60 days’ advanced written notice of non-extensionEffective Date.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.to
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31September 30, 2009, except that beginning on August 31September 30, 2009 and each August 31 September 30 thereafter, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advanced written notice of non-extension.
(b) In the event that the Employee’s employment is terminated during the Employment Period (i) by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company shall pay the Employee a lump sum cash amount equal to one (1) times the Employee’s Base Salary, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.
Appears in 1 contract
Samples: Employment Agreement (Ca, Inc.)
Termination; Termination Payments. (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each August 31 thereafter, the Employment Period will automatically extend for one year unless either third anniversary of the Employee or the Company gives at least 60 days’ advanced written notice of non-extensionEffective Date.
(b) In the event that the Employee’s employment is terminated during the Employment Period for any reason other than (i) by the Employee Company for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as defined in Appendix A), other than (ii) by the Employee for any reason (including pursuant to paragraph 6(c) of this Agreement) or (iii) as a result of the Employee’s death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to the Employee’s execution, execution and delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company Employee shall pay the Employee a lump sum cash amount equal be entitled to one (1) times the Employee’s his Base Salary, payable in installments on the Company’s regular payroll dates, for the period beginning on the Termination Date and ending on the later of (A) the third anniversary of the Effective Date or (B) the first anniversary of such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth day is not a business day) following the Termination Date.
(c) In the event that the Employee’s employment is terminated during the Employment Period by the Employee for “Good Reason,” subject to the Employee’s execution and delivery of a valid and effective release and waiver in a form satisfactory to the Company, the Employee shall be entitled to his Base Salary, payable in installments on the Company’s regular payroll dates, for the period beginning on the Termination Date and ending on the first anniversary of such Termination Date. The Employee shall have “Good Reason” if the Company causes the Employee to violate his ethical or professional obligations in connection with his duties and responsibilities to establish a comprehensive compliance and ethics program pursuant to his employment hereunder. In the event that the Employee and the Company disagree whether Good Reason exists, a final determination shall be made by a qualified third party, mutually agreed upon by the Employee and the Company. If the parties cannot agree on an acceptable third party, the determination shall be made by a panel of three independent persons, one appointed by Company, one appointed by Employee, and the third appointed by the other two persons. Reasonable fees for such person or persons shall be borne equally by the Employee and the Company. Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason (i) if the Employee shall have consented to the event which Employee claims gives rise to a termination for Good Reason or (ii) unless the Employee shall have delivered a written notice to the Board within 30 days of his having knowledge of the occurrence of such event stating that he intends to terminate his employment for Good Reason and specifying the basis for such termination, and such event shall not have been cured within 90 days after receipt of such notice.
(d) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee her Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.
(d) In the event that the Employee resigns other than for Good Reason, is terminated for Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in effect.
(e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them.to
Appears in 1 contract
Samples: Employment Agreement (Computer Associates International Inc)
