Termination Within Two Years After a Change of Control. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's employment with the Company: (a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive's employment with the Company. (b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to Executive's Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans. (c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable. (d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option).
Appears in 7 contracts
Samples: Severance Agreement (Seabulk International Inc), Severance Agreement (Seabulk International Inc), Severance Agreement (Seabulk International Inc)
Termination Within Two Years After a Change of Control. If ExecutiveSubject to the provisions of Paragraph 5(i) hereof, if Employee's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive Employee the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of ExecutiveEmployee's employment with the Company:
(a) Pay Executive Employee a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day date that is 60 days after the last day date of ExecutiveEmployee's employment with the CompanyInvoluntary Termination.
(b) Cause Executive Employee and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to ExecutiveEmployee's Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to ExecutiveEmployee; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes Employee and such dependents become eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by ExecutiveEmployee) and (ii) if Executive Employee (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive Employee to become immediately exercisable and nonforfeitable in full; full and cause ExecutiveEmployee's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any . If and all outstanding options to purchase common stock the extent that the preceding provisions of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment this paragraph are inconsistent or conflict with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option)any stock option agreement or non-qualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
Appears in 2 contracts
Samples: Severance Agreement (Lone Pine Resources Inc.), Severance Agreement (Lone Pine Resources Inc.)
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 6(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs on or within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount Amount. Subject to the provisions of Paragraph 6(i) hereof, such payment shall be made on or before the fifth day date that is 60 days after the last day date of Executive's employment with ’s Involuntary Termination or on the Companyimmediately following business day if such day is not a business day.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period; provided that (i) the cost of such coverage (based on prevailing COBRA rates) shall be reported by the Company as taxable income to Executive to the extent reasonably determined by the Company or Executive to be necessary to avoid such coverage from being considered to have been provided under a discriminatory self-insured medical reimbursement plan pursuant to Section 105(h) of the Code, but otherwise such coverage shall be provided without any cost to Executive; provided, however(ii) such coverage may, that if elected by the Company, be provided through Executive electing coverage under COBRA for the maximum allowable period and the Company’s paying the premiums for such coverage on Executive’s behalf, (iiii) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and ), (iiiv) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans, (v) such coverage to Executive (or the receipt of equivalent benefits) shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income, and (vi) to the extent such coverage cannot be provided to Executive following the expiration of the maximum applicable COBRA period because it is not allowed by a third-party insurance carrier, or to the extent the provision of such coverage would result in tax penalties to Executive pursuant to Section 409A of the Code, in lieu of such coverage the Company shall pay to Executive on the first day of each month of the Severance Period in which such coverage is not provided an amount in cash equal to the cost of Executive purchasing such coverage on the open market, as reasonably determined by the Company.
(c) Cause the vesting of any and all outstanding options equity-based compensation awards to purchase common stock of be accelerated to the Company extent described in the applicable plans and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitableaward agreements.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's ’s employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option (but in no event after the 10th anniversary of the original date of grant of such option) or (ii) a shorter period than that already provided for under the terms of such option). If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 6(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day effective date of Executive's employment with the Companyrelease described in Paragraph 6(i) hereof.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's ’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any . If and all outstanding options to purchase common stock the extent that the preceding provisions of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment this paragraph are inconsistent or conflict with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option)any stock option agreement or non-qualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive's ’s employment with the Company.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall under this subsection (b) terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and ), (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
, and (ciii) Cause such coverage to Executive (or the receipt of equivalent benefits) shall be provided under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (or, if any and all outstanding options to purchase common stock such reimbursement or payment of benefits is taxable, then the Company and shall pay to Executive an amount as shall be required to hold Executive harmless from any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored additional tax liability resulting from the failure by the Company to become so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive). Such coverage under the Company’s medical and dental benefit plans (“Health Coverage”) shall be in addition to the eighteen months of COBRA coverage. “Health Coverage” means that if Executive elects to continue coverage for himself or his eligible dependents under Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the Severance Period, then throughout the Severance Period Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans. Further, if after the Severance Period Executive continues his COBRA coverage and Executive’s COBRA coverage terminates at any time during the eighteen-month period commencing on the day immediately nonforfeitable.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after following the last day of Executive's employment the Severance Period (the “Extended Coverage Period”), then Company shall provide Executive (and his eligible dependents) with health benefits substantially similar to those provided under its group health plans for active employees for the Company remainder of the Extended Coverage Period at a cost to Executive that is no greater than the cost of COBRA coverage; provided, however, that such health benefits shall be provided to Executive under one or more insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive (but in no event shall or, if any such option reimbursement or payment of benefits is taxable, then Company shall pay to Executive an amount as shall be exercisable for required to hold Executive harmless from any additional tax liability resulting from the failure by Company to so provide insurance policies so that reimbursement or payment of benefits to Executive thereunder shall not result in taxable income to Executive). Notwithstanding the preceding provisions of this paragraph, Company’s obligation to reimburse Executive during the Severance Period and to provide health benefits to Executive during the Extended Coverage Period shall immediately end if and to the extent Executive becomes eligible to receive health plan coverage from a subsequent employer (i) a longer period than the original term of with Executive being obligated hereunder to promptly report such option or (ii) a shorter period than that already provided for under the terms of such optioneligibility to Company).
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 6(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day effective date of Executive's employment with the Companyrelease described in Paragraph 6(i) hereof.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans, and (iii) such coverage to Executive (or the receipt of equivalent benefits) shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's ’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable. If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement or non-qualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's ’s employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option (but in no event after the 10th anniversary of the original date of grant of such option) or (ii) a shorter period than that already provided for under the terms of such option). If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive's employment with the Company.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to Executive's Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option).
Appears in 1 contract
Termination Within Two Years After a Change of Control. If ExecutiveEmployee's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive Employee the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of ExecutiveEmployee's employment with the Company:
(a) Pay Executive Employee a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of ExecutiveEmployee's employment with the Company.
(b) Cause Executive Employee and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to ExecutiveEmployee's Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to ExecutiveEmployee; provided, however, that (i) such coverage shall terminate if and to the extent Executive Employee becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by ExecutiveEmployee) and (ii) if Executive Employee (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive Employee to become immediately exercisable and nonforfeitable in full; full and cause ExecutiveEmployee's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option).
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 5(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day date that is 60 days after the last day date of Executive's employment with the Company’s Involuntary Termination.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes and such dependents become eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's ’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any . If and all outstanding options to purchase common stock the extent that the preceding provisions of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment this paragraph are inconsistent or conflict with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option)any stock option agreement or non-qualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Executive's Subject to the provisions of Paragraph 5(i) hereof, if Employee’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive Employee the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's Employee’s employment with the Company:
(a) Pay Executive Employee a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day date that is 60 days after the last day date of Executive's employment with the CompanyEmployee’s Involuntary Termination.
(b) Cause Executive Employee and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's Employee’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to ExecutiveEmployee; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes Employee and such dependents become eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by ExecutiveEmployee) and (ii) if Executive Employee (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive Employee to become immediately exercisable and nonforfeitable in full; full and cause Executive's Employee’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any . If and all outstanding options to purchase common stock the extent that the preceding provisions of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment this paragraph are inconsistent or conflict with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option)any stock option agreement or non-qualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 7(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs on or within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount Amount. Subject to the provisions of Paragraph 7(i) hereof, such payment shall be made on or before the fifth day date that is 60 days after the last day date of Executive's employment with ’s Involuntary Termination or on the Companyimmediately following business day if such day is not a business day.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period; provided that (i) the cost of such coverage (based on prevailing COBRA rates) shall be reported by the Company as taxable income to Executive to the extent reasonably determined by the Company or Executive to be necessary to avoid such coverage from being considered to have been provided under a discriminatory self-insured medical reimbursement plan pursuant to Section 105(h) of the Code, but otherwise such coverage shall be provided without any cost to Executive; provided, however(ii) such coverage may, that if elected by the Company, be provided through Executive electing coverage under COBRA for the maximum allowable period and the Company’s paying the premiums for such coverage on Executive’s behalf, (iiii) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and ), (iiiv) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans, (v) such coverage to Executive (or the receipt of equivalent benefits) shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income, and (vi) to the extent such coverage cannot be provided to Executive following the expiration of the maximum applicable COBRA period because it is not allowed by a third-party insurance carrier, or to the extent the provision of such coverage would result in tax penalties to Executive pursuant to Section 409A of the Code, in lieu of such coverage the Company shall pay to Executive on the first day of each month of the Severance Period in which such coverage is not provided an amount in cash equal to the cost of Executive purchasing such coverage on the open market, as reasonably determined by the Company.
(c) Cause the vesting of any and all outstanding options equity-based compensation awards to purchase common stock of be accelerated to the Company extent described in the applicable plans and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitableaward agreements.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's ’s employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option (but in no event after the 10th anniversary of the original date of grant of such option) or (ii) a shorter period than that already provided for under the terms of such option). If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 8(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs on or within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount Amount. Subject to the provisions of Paragraph 8(i) hereof, such payment shall be made on or before the fifth day date that is 60 days after the last day date of Executive's employment with ’s Involuntary Termination or on the Companyimmediately following business day if such day is not a business day.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period; provided that (i) the cost of such coverage (based on prevailing COBRA rates) shall be reported by the Company as taxable income to Executive to the extent reasonably determined by the Company or Executive to be necessary to avoid such coverage from being considered to have been provided under a discriminatory self-insured medical reimbursement plan pursuant to Section 105(h) of the Code, but otherwise such coverage shall be provided without any cost to Executive; provided, however(ii) such coverage may, that if elected by the Company, be provided through Executive electing coverage under COBRA for the maximum allowable period and the Company’s paying the premiums for such coverage on Executive’s behalf, (iiii) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and ), (iiiv) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans, (v) such coverage to Executive (or the receipt of equivalent benefits) shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income, and (vi) to the extent such coverage cannot be provided to Executive following the expiration of the maximum applicable COBRA period because it is not allowed by a third-party insurance carrier, or to the extent the provision of such coverage would result in tax penalties to Executive pursuant to Section 409A of the Code, in lieu of such coverage the Company shall pay to Executive on the first day of each month of the Severance Period in which such coverage is not provided an amount in cash equal to the cost of Executive purchasing such coverage on the open market, as reasonably determined by the Company.
(c) Cause the vesting of any and all outstanding options equity-based compensation awards to purchase common stock of be accelerated to the Company extent described in the applicable plans and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitableaward agreements.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's ’s employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option (but in no event after the 10th anniversary of the original date of grant of such option) or (ii) a shorter period than that already provided for under the terms of such option). If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 7(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day effective date of Executive's employment with the Companyrelease described in Paragraph 7(i) hereof.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans. The coverage described in the preceding sentence shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income (and, if continued coverage under the Company’s plans does not satisfy this requirement, then the Company shall arrange for substantially comparable coverage to be provided under one or more insurance policies that will satisfy this requirement).
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's ’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option).
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 5(i) hereof, if Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day date that is 60 days after the last day date of Executive's employment with the CompanyInvoluntary Termination.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to Executive's Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes and such dependents become eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable.
(d) Cause any . If and all outstanding options to purchase common stock the extent that the preceding provisions of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment this paragraph are inconsistent or conflict with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option)any stock option agreement or non-qualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 7(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day effective date of Executive's employment with the Companyrelease described in Paragraph 7(i) hereof.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans. The coverage described in the preceding sentence shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income (and, if continued coverage under the Company’s plans does not satisfy this requirement, then the Company shall arrange for substantially comparable coverage to be provided under one or more insurance policies that will satisfy this requirement).
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's ’s accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable. If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement or nonqualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's ’s employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option (but in no event after the 10th anniversary of the original date of grant of such option) or (ii) a shorter period than that already provided for under the terms of such option). If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 7(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs on or within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount Amount. Subject to the provisions of Paragraph 7(i) hereof, such payment shall be made on or before the fifth day date that is 60 days after the last day date of Executive's employment with ’s Involuntary Termination or on the Companyimmediately following business day if such day is not a business day.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's ’s medical and dental benefit plans on the day prior to Executive's ’s Involuntary Termination to continue to be covered under such plans (or to receive equivalent benefits) throughout the Severance Period; provided that (i) the cost of such coverage (based on prevailing COBRA rates) shall be reported by the Company as taxable income to Executive to the extent reasonably determined by the Company or Executive to be necessary to avoid such coverage from being considered to have been provided under a discriminatory self-insured medical reimbursement plan pursuant to Section 105(h) of the Code, but otherwise such coverage shall be provided without any cost to Executive; provided, however(ii) such coverage may, that if elected by the Company, be provided through Executive electing coverage under COBRA for the maximum allowable period and the Company’s paying the premiums for such coverage on Executive’s behalf, (iiii) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and ), (iiiv) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's ’s plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans, (v) such coverage to Executive (or the receipt of equivalent benefits) shall be provided through an arrangement that satisfies the requirements of Sections 105 and 106 of the Code such that the benefits or reimbursements under such arrangement are not includible in Executive’s income, and (vi) to the extent such coverage cannot be provided to Executive following the expiration of the maximum applicable COBRA period because it is not allowed by a third-party insurance carrier, or to the extent the provision of such coverage would result in tax penalties to Executive pursuant to Section 409A of the Code, in lieu of such coverage the Company shall pay to Executive on the first day of each month of the Severance Period in which such coverage is not provided an amount in cash equal to the cost of Executive purchasing such coverage on the open market, as reasonably determined by the Company.
(c) Cause the vesting of any and all outstanding options equity-based compensation awards to purchase common stock of be accelerated to the Company extent described in the applicable plans and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitableaward agreements.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option).
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Executive's employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount on or before the fifth day after the last day of Executive's employment with the Company.
(b) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to Executive's Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) and (ii) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on the date of such Involuntary Termination, then such retiree coverages shall be continued as provided under such plans.
(c) Cause any and all outstanding options to purchase common stock of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; full and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitable. If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement or nonqualified deferred compensation plan, then the preceding provisions of this paragraph shall govern and control.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option). If and to the extent that the preceding provisions of this paragraph are inconsistent or conflict with the terms of any stock option agreement, then the preceding provisions of this paragraph shall govern and control.
Appears in 1 contract
Termination Within Two Years After a Change of Control. If Subject to the provisions of Paragraph 6(i) hereof, if Executive's ’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then the Company will, as additional compensation for services rendered to the Company (including its subsidiaries), pay to Executive the following amounts (subject to any applicable payroll or other taxes required to be withheld and any employee benefit premiums) and take the following actions after the last day of Executive's ’s employment with the Company:
(a) Pay Executive a lump sum cash payment in an amount equal to the Severance Amount Amount. Subject to the provisions of Paragraph 6(i) hereof, such payment shall be made on. January 15 of the first calendar year following the calendar year in which Executive’s Involuntary Termination occurs. Executive and the Company acknowledge and agree that this provision is consistent with the election first made by Executive pursuant to that certain Amendment to Severance Agreement dated December 24, 2008, by and between Executive and the Company. If the payment described in the first sentence of this Paragraph 3(a) will occur after the Interest Commencement Date (as defined below), then such payment shall, subject to Paragraph 4, accrue interest (compounded annually on January 15 of each year) from the Interest Commencement Date to the actual date of payment at the Interest Credit Rate (as defined below and subject to periodic adjustment as provided below) and such interest shall be paid in a lump sum on the actual date of payment of the Severance Amount. Further, if the payment described in the first sentence of this Paragraph 3(a) will occur after the date that is six months after the date of Executive’s Involuntary Termination, then the Company shall, on or before as soon as practicable after the date of Executive’s Involuntary Termination, contribute cash in an amount equal to the Severance Amount plus the interest described in the preceding sentence to an irrevocable grantor (“rabbi”) trust of which Executive is the sole beneficiary and the trustee of which is a nationally-recognized and solvent bank or trust company that is not affiliated with the Company (subject to the claims of the Company’s creditors, as required pursuant to applicable Internal Revenue Service guidance to prevent the imputation of income to Executive prior to distribution from the trust), pursuant to which such payment plus applicable interest shall be payable from the trust at the time provided herein, provided that (x) the Company shall remain liable to Executive for any deficiency in the payments from the trust and (y) in no event shall cash be transferred to the trust during any period in which such transfer would result in adverse tax consequences to Executive pursuant to Section 409A(b)(3) of the Code. As used herein, (A) the term “Interest Commencement Date” shall mean the fifth day after the last day effective date of Executive's employment with the Company.
(brelease described in Paragraph 6(i) Cause Executive and those of his dependents (including his spouse) who were covered under the Company's medical and dental benefit plans on the day prior to Executive's Involuntary Termination to continue to be covered under such plans throughout the Severance Period, without any cost to Executive; provided, however, that (i) such coverage shall terminate if and to the extent Executive becomes eligible to receive medical and dental coverage from a subsequent employer (and any such eligibility shall be promptly reported to the Company by Executive) hereof and (iiB) if Executive (and/or his spouse) would have been entitled to retiree medical and/or dental coverage under the Company's plans had he voluntarily retired on term “Interest Credit Rate” shall mean the sum of 3% plus the “prime rate” of interest as reported in The Wall Street Journal as of the date of determination of the Interest Credit Rate as provided in the following sentence. The Interest Credit Rate shall initially be determined as of the Interest Commencement Date (or the first business day following such Involuntary Termination, then date if such retiree coverages date is not a business day) and shall be continued re-determined and adjusted as provided under of each January 15 (or the first business day following such plans.
(cdate if such date is not a business day) Cause any that occurs after the Interest Commencement Date and all outstanding options prior to purchase common stock the actual date of payment of the Company and any and all restricted stock which have not become nonforfeitable held by Executive to become immediately exercisable and nonforfeitable in full; and cause Executive's accrued benefits under any and all nonqualified deferred compensation plans sponsored by the Company to become immediately nonforfeitableSeverance Amount.
(d) Cause any and all outstanding options to purchase common stock of the Company held by Executive to remain exercisable for twelve months after the last day of Executive's employment with the Company (but in no event shall any such option be exercisable for (i) a longer period than the original term of such option or (ii) a shorter period than that already provided for under the terms of such option).
Appears in 1 contract
