Termination Without Cause by the Company or Resignation for Good Reason by the Executive. In the event that during the Term the Executive's employment is terminated without Cause by the Company (other than upon death or due to Disability) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above) and Section 9(d) below does not apply, the Executive shall be entitled to: (i) payment of Base Salary as salary continuation for the remainder of the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 months; (ii) a Pro-rata Annual Bonus, payable when bonuses for such fiscal year are paid to other Company executives; (iii) payment of the Target Bonus for the remainder of the Term determined by (a) dividing the Target Bonus by 12 and (b) multiplying by the number of whole or partial months remaining in the Term (but in no event more than 36 months or less than 12), payable when bonuses for the applicable fiscal year for which the bonus would have been paid are paid to other Company executives; (iv) immediate vesting as of the Date of Termination of 50% of any restricted stock that remains unvested as of the Date of Termination and continued exercisability of any outstanding stock options that have vested as of the Date of Termination for two years following the Date of Termination or the remainder of the option term, if shorter; (v) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested on the next scheduled vesting date (i.e., either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above; (vi) if the Date of Termination is prior to April 14, 2008, immediate vesting as of the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance by a fraction, the numerator of which is the number of days the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262), with any vested balance payable in accordance with Section 6(b) above; and (vii) continued participation for the Executive and his eligible dependents in the Company's welfare benefit plans in which he and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) the end of the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 months, or (b) the date, or dates, the Executive receives equivalent coverage under the plans and programs of a subsequent employer.
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Termination Without Cause by the Company or Resignation for Good Reason by the Executive. in Connection with a Change in Control. In the event that during the Term Term, (i) the Executive's employment is terminated without Cause by the Company (other than upon death or due to Disability) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above), in both cases upon or within one year following a Change in Control (provided the Term is still in effect or has expired during this one-year period) or (ii) the Executive's employment is terminated without Cause by the Company within 90 days prior to a Change in Control and Section 9(d) below does not applysuch termination is in connection with, or in anticipation of, the Change in Control, the Executive shall be entitled to:
(i) payment an amount equal to 3 times the sum of (a) Base Salary plus (b) Target Bonus, payable in a lump sum as salary continuation for soon as practicable following the remainder Date of the applicable Term Termination (without regard to its earlier termination hereunder), but in no event more later than 36 months or less than 12 months60 days following such date);
(ii) a Pro-rata Annual Bonus, payable when bonuses for in a lump sum as soon as practicable following the Date of Termination (which shall be no earlier than the end of the applicable performance period and no later than 60 days following the end of such fiscal year are paid to other Company executivesperiod);
(iii) payment an amount equal to 90% of the Target Bonus for total cash compensation used to determine the remainder value of the Term determined by (a) dividing Supplemental Award granted immediately prior to the Target Bonus by 12 and (b) multiplying by Date of Termination, payable in a lump sum as soon as practicable following the number Date of whole or partial months remaining in the Term Termination (but in no event more later than 36 months or less than 1260 days following such date), payable when bonuses for the applicable fiscal year for which the bonus would have been paid are paid to other Company executives;
(iv) immediate vesting as of the Date of Termination of 50% of any restricted stock that remains unvested as of the Date of Termination and continued exercisability of any all outstanding equity awards (other than Career Units), with vested stock options that have vested as of the Date of Termination remaining exercisable for two years following the Date of Termination or the remainder of the option term, if shortertheir original terms;
(v) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested on the next scheduled vesting date (i.e.Supplemental Award, either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above;
(vi) if the Date of Termination is prior to April 14, 2008, immediate vesting as of the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance by a fraction, the numerator of which is the number of days the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262), with any vested balance payable in accordance with Section 6(b) above; and
(viivi) continued participation for the Executive and his eligible dependents in the Company's welfare benefit plans in which he and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) the end of the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 monthsfollowing the Date of Termination, or (b) the date, or dates, the Executive receives substantially equivalent coverage under the plans and programs of a subsequent employer. For purposes of the payment date in clauses (i), (ii) and (iii), and the vesting date in clauses (iv) and (v), of this Section 9(d), the "Date of Termination" shall mean the actual Date of Termination or the date of the Change in Control, whichever is later.
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Termination Without Cause by the Company or Resignation for Good Reason by the Executive. In the event that during the Term the Executive's ’s employment is terminated without Cause by the Company (other than upon death or due to DisabilityDisability or Retirement) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above) and Section 9(d5(d) below does not apply, subject to Section 15(c) hereof and delivering a valid Release as required in Section 5(f) hereof, the Executive shall be entitled to:
(i) payment of Base Salary as salary continuation for through the remainder Date of Termination, payable on the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 monthsfirst regularly scheduled payroll date following the Date of Termination;
(ii) payment of an amount equal to one times Base Salary, payable in a Procash lump sum to the Executive on the 60th day following the Date of Termination;
(iii) a pro-rata Annual Bonusannual bonus determined by multiplying the amount of the annual bonus the Executive would have received had her employment continued through the end of the fiscal year in which the Date of Termination occurs by a fraction, the numerator of which is the number of days during such fiscal year that the Executive was employed by the Company and the denominator of which is 365, payable when bonuses for such fiscal year are paid to other Company executives;
(iii) payment of the Target Bonus for the remainder of the Term determined by (a) dividing the Target Bonus by 12 and (b) multiplying by the number of whole or partial months remaining in the Term executives (but in no event more than 36 months or less than 12), payable when bonuses for all events in the applicable fiscal year for following the fiscal year in which the bonus would have been paid are paid to other Company executivesDate of Termination occurs and no later than 60 days after the end of fiscal year in which the Date of Termination occurs);
(iv) immediate vesting as of the Date of Termination of 50% of any restricted stock (other than the Career Shares) that remains unvested as of the Date of Termination and continued exercisability of Termination;
(v) with respect to any outstanding stock options that have granted on or after the Effective Date and which are vested and outstanding as of the Date of Termination Termination, continued exercisability for two years 12 months following the Date of Termination or the remainder of the option term, if shorter;
(vvi) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested continued participation on the next scheduled vesting date (i.e., either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above;
(vi) if the Date of Termination is same terms as immediately prior to April 14, 2008, immediate vesting as of the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance by a fraction, the numerator of which is the number of days the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262), with any vested balance payable in accordance with Section 6(b) above; and
(vii) continued participation for the Executive and his her eligible dependents in the Company's welfare benefit ’s medical and dental plans in which he she and his her eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) 12 months following the end Date of the applicable Term (without regard to its earlier termination hereunder)Termination, but in no event more than 36 months or less than 12 months, or and (b) the date, or dates, the Executive receives equivalent coverage under the plans and or programs of a subsequent employeremployer provided that in no event shall there be any gross-up provided by the Company for any income tax liabilities or otherwise; and
(vii) any amount due the Executive as of the Date of Termination that remains unpaid by the Company (without duplication of any payment or entitlement hereunder), payable on the first regularly scheduled payroll date following the Date of Termination or, if later, in accordance with the applicable plan or policy.
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Termination Without Cause by the Company or Resignation for Good Reason by the Executive. In the event that during the Term the Executive's ’s employment is terminated without Cause by the Company (other than upon death or due to DisabilityDisability or Retirement) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above) and Section 9(d5(d) below does not apply, subject to Section 15(c) hereof and delivering a valid Release as required in Section 5(f) hereof, the Executive shall be entitled to:
(i) payment of Base Salary as salary continuation for through the remainder Date of Termination, payable on the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 monthsfirst regularly scheduled payroll date following the Date of Termination;
(ii) payment of an amount equal to one times Base Salary, payable in a Procash lump sum to the Executive on the 60th day following the Date of Termination;
(iii) a pro-rata Annual Bonusannual bonus determined by multiplying the amount of the annual bonus the Executive would have received had his employment continued through the end of the fiscal year in which the Date of Termination occurs by a fraction, the numerator of which is the number of days during such fiscal year that the Executive was employed by the Company and the denominator of which is 365, payable when bonuses for such fiscal year are paid to other Company executives;
(iii) payment of the Target Bonus for the remainder of the Term determined by (a) dividing the Target Bonus by 12 and (b) multiplying by the number of whole or partial months remaining in the Term executives (but in no event more than 36 months or less than 12), payable when bonuses for all events in the applicable fiscal year for following the fiscal year in which the bonus would have been paid are paid to other Company executivesDate of Termination occurs and no later than 60 days after the end of fiscal year in which the Date of Termination occurs);
(iv) immediate vesting as of the Date of Termination of 50% of any restricted stock (other than the Career Shares) that remains unvested as of the Date of Termination and continued exercisability of Termination;
(v) with respect to any outstanding stock options that have granted on or after the Effective Date and which are vested and outstanding as of the Date of Termination Termination, continued exercisability for two years 12 months following the Date of Termination or the remainder of the option term, if shorter;
(vvi) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested continued participation on the next scheduled vesting date (i.e., either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above;
(vi) if the Date of Termination is same terms as immediately prior to April 14, 2008, immediate vesting as of the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance by a fraction, the numerator of which is the number of days the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262), with any vested balance payable in accordance with Section 6(b) above; and
(vii) continued participation for the Executive and his eligible dependents in the Company's welfare benefit ’s medical and dental plans in which he and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) 12 months following the end Date of the applicable Term (without regard to its earlier termination hereunder)Termination, but in no event more than 36 months or less than 12 months, or and (b) the date, or dates, the Executive receives equivalent coverage under the plans and or programs of a subsequent employeremployer provided that in no event shall there be any gross-up provided by the Company for any income tax liabilities or otherwise; and
(vii) any amount due the Executive as of the Date of Termination that remains unpaid by the Company (without duplication of any payment or entitlement hereunder), payable on the first regularly scheduled payroll date following the Date of Termination or, if later, in accordance with the applicable plan or policy.
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Termination Without Cause by the Company or Resignation for Good Reason by the Executive. In the event that during the Term the Executive's ’s employment is terminated without Cause by the Company (other than upon death or due to Disability) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above) and Section 9(d5(d) below does not apply, subject to Section 15(b) hereof, the Executive shall be entitled to:
(i) payment of an amount equal to the Base Salary as salary continuation that would have been payable to the Executive for the remainder of the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 months, payable in a cash lump sum to the Executive as soon as practicable following the Date of Termination (but in no event later than 60 days following such date);
(ii) a Pro-rata Annual Bonus, payable when bonuses for such fiscal year are paid immediate vesting as of the Date of Termination of the Restricted Stock as follows: 50% if the Date of Termination occurs prior to other Company executivesthe first anniversary of the Commencement Date; 66% if the Date of Termination occurs on or after the first anniversary of the Commencement Date but before the second anniversary of the Commencement Date; and 83% if the Date of Termination occurs on or after the second anniversary of the Commencement Date but prior to the third anniversary of the Commencement Date;
(iii) payment of the Target Bonus for the remainder of the Term determined by (a) dividing the Target Bonus by 12 and (b) multiplying by the number of whole or partial months remaining in the Term (but in no event more than 36 months or less than 12), payable when bonuses for the applicable fiscal year for which the bonus would have been paid are paid to other Company executives;
(iv) immediate vesting as of the Date of Termination of 50% of any restricted stock (other than the Career Shares and the Restricted Stock) that remains unvested as of the Date of Termination and continued exercisability of and, with respect to any outstanding stock options that have which are vested and outstanding as of the Date of Termination Termination, continued exercisability for two years 12 months following the Date of Termination or the remainder of the option term, if shorter;
(v) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested on the next scheduled vesting date (i.e., either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above;
(viiv) if the Date of Termination occurs after Xxxxxx Xxxxxx is prior to April 14no longer Chief Executive Officer of the Company, 2008, immediate vesting as a pro-rata annual bonus determined by multiplying the amount of the annual bonus the Executive would have received had his employment continued through the end of the fiscal year in which the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance occurs by a fraction, the numerator of which is the number of days during such fiscal year that the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262365, payable when bonuses for such fiscal year are paid to other Company executives (which payment date shall be no earlier than January 1st and no later than March 15th of the year following the year in which the Date of Termination occurs), with any vested balance payable in accordance with Section 6(b;
(v) aboveoutplacement counseling for up to 6 months following the Date of Termination; and
(viivi) continued participation on the same terms as immediately prior to the Date of Termination for the Executive and his eligible dependents in the Company's welfare benefit ’s medical and dental plans in which he the Executive and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) the end of the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 monthsmonths following the Date of Termination, or and (b) the date, or dates, the Executive receives equivalent coverage under the plans and or programs of a subsequent employer; provided that in no event shall there be any gross up provided by the Company for any income tax liabilities or otherwise. If the Company provides written notice to the Executive in accordance with Section 2 above that the Term shall not renew and upon or at any time after such expiration of the Term the Company terminates the Executive’s employment under circumstances that during the Term would constitute a termination of the Executive’s employment without Cause, the Executive shall, subject to Section 15(b) hereof, be entitled to the same payments, benefits and entitlements as a termination without Cause pursuant to this Section 5(a); provided if such notice of non-renewal of the Term and termination occurs within one year following a Change in Control, the Executive shall be entitled to the same payments, benefits and entitlements as a termination without Cause pursuant to Section 5(d) hereof.
Appears in 1 contract
Termination Without Cause by the Company or Resignation for Good Reason by the Executive. In the event that during the Term the Executive's ’s employment is terminated without Cause by the Company (other than upon death or due to Disability) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above) and Section 9(d5(d) below does not apply, subject to Section 15(c) hereof and delivering a valid Release as required in Section 5(g) hereof, the Executive shall be entitled to:
(i) payment of Base Salary as salary continuation for through the remainder Date of Termination, payable on the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 monthsfirst regularly scheduled payroll date following the Date of Termination;
(ii) payment of an amount equal to one times Base Salary, payable in a Procash lump sum to the Executive on the 60th day following the Date of Termination;
(iii) a pro-rata Annual Bonusannual bonus determined by multiplying the amount of the annual bonus the Executive would have received had her employment continued through the end of the fiscal year in which the Date of Termination occurs by a fraction, the numerator of which is the number of days during such fiscal year that the Executive was employed by the Company and the denominator of which is 365, payable when bonuses for such fiscal year are paid to other Company executives;
(iii) payment of the Target Bonus for the remainder of the Term determined by (a) dividing the Target Bonus by 12 and (b) multiplying by the number of whole or partial months remaining in the Term executives (but in no event more than 36 months or less than 12), payable when bonuses for all events in the applicable fiscal year for following the fiscal year in which the bonus would have been paid are paid to other Company executivesDate of Termination occurs and no later than 60 days after the end of fiscal year in which the Date of Termination occurs);
(iv) immediate vesting as of the Date of Termination of 50% of any restricted stock (other than the Career Shares) that remains unvested as of the Date of Termination and continued exercisability of Termination;
(v) with respect to any outstanding stock options that have granted on or after the Effective Date and which are vested and outstanding as of the Date of Termination Termination, continued exercisability for two years 12 months following the Date of Termination or the remainder of the option term, if shorter;
(v) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested on the next scheduled vesting date (i.e., either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above;
(vi) if continued participation on the Date of Termination is same terms as immediately prior to April 14, 2008, immediate vesting as of the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance by a fraction, the numerator of which is the number of days the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262), with any vested balance payable in accordance with Section 6(b) above; and
(vii) continued participation for the Executive and his her eligible dependents in the Company's welfare benefit ’s medical and dental plans in which he she and his her eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) 12 months following the end Date of the applicable Term (without regard to its earlier termination hereunder)Termination, but in no event more than 36 months or less than 12 months, or and (b) the date, or dates, the Executive receives equivalent coverage under the plans and or programs of a subsequent employeremployer provided that in no event shall there be any gross-up provided by the Company for any income tax liabilities or otherwise; and
(vii) any amount due the Executive as of the Date of Termination that remains unpaid by the Company (without duplication of any payment or entitlement hereunder), payable on the first regularly scheduled payroll date following the Date of Termination or, if later, in accordance with the applicable plan or policy.
Appears in 1 contract
Termination Without Cause by the Company or Resignation for Good Reason by the Executive. In the event that during the Term the Executive's ’s employment is terminated without Cause by the Company (other than upon death or due to Disability) or the Executive resigns for Good Reason (which, for the avoidance of doubt, shall not include a termination described in clause (i) of the last sentence of Section 1(j) above) and Section 9(d) below does not apply, the Executive shall be entitled to:
(i) payment an amount equal to one and a half (1.5) times the sum of (a) Base Salary plus (b) Target Bonus, payable in a cash lump sum as salary continuation for soon as practicable following the remainder Date of the applicable Term Termination (without regard to its earlier termination hereunder), but in no event more later than 36 months or less than 12 months60 days following such date);
(ii) a Pro-rata Annual Bonus, payable when bonuses for such fiscal in a cash lump sum as soon as practicable following the Date of Termination but in no event earlier than January 1st or later than March 15th of the Executive’s taxable year are paid to other Company executivesfollowing the taxable year in which the Date of Termination occurs;
(iii) payment of the Target Bonus for the remainder of the Term determined by (a) dividing the Target Bonus by 12 and (b) multiplying by the number of whole or partial months remaining in the Term (but in no event more than 36 months or less than 12), payable when bonuses for the applicable fiscal year for which the bonus would have been paid are paid to other Company executives;
(iv) immediate vesting as of the Date of Termination of 50% of any restricted stock that remains unvested as of the Date of Termination and continued exercisability of any outstanding stock options that have vested as of the Date of Termination for two years following the Date of Termination or the remainder of the option term, if shorter;
(viv) immediate vesting as of the Date of Termination of 50% of any previously granted Career Units which would have vested on the next scheduled vesting date (i.e., either on April 14, 2008 or when the Executive reaches age 65) if the Executive had remained employed by the Company through such vesting date, with any vested Career Units payable in accordance with Section 6(b) above;
(viv) if the Date of Termination is prior to April 14, 2008, immediate vesting as of the Date of Termination of 25% of the account balance in the Adjusted Notional Account, and if the Date of Termination is on or after April 14, 2008 but before the Executive's ’s 65th birthday, immediate vesting as of the Date of Termination of a pro-rata portion of the unvested account balance in the Adjusted Notional Account (determined by multiplying the unvested adjusted balance by a fraction, the numerator of which is the number of days the Executive was employed by the Company from April 14, 2008 to the Date of Termination and the denominator of which is 1262), with any vested balance payable in accordance with Section 6(b) above; and
(viivi) continued participation for the Executive and his eligible dependents in the Company's ’s welfare benefit plans in which he and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (a) the end 18th month anniversary of the applicable Term (without regard to its earlier termination hereunder), but in no event more than 36 months or less than 12 months, Date of Termination or (b) the date, or dates, the Executive receives equivalent coverage under the plans and programs of a subsequent employer.
Appears in 1 contract
