Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "Severance Period"); (iii) pro rata annual incentive award for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination; (iv) an amount equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over the Severance Period; (v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment; (vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination); (vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of: (A) 24 months; or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance; (viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and (ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 24 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4050% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4050% of Base Salary (determined in accordance with Section 10(c)(ii) above)) multiplied by 1.5, payable in equal monthly payments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 monthsthe end of the Severance Period; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and which the Executive is participating in at the time of termination, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 24 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4080% of Base Salary (determined in accordance with Section 10(c)(ii11(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4080% of Base Salary (determined in accordance with Section 10(c)(ii11(c)(ii) above)) multiplied by 2, payable in equal monthly payments installments over the Severance Period;
(v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment;
(vi) any outstanding stock options which are unvested shall vest and Executive shall have the right to exercise any vested stock options during the Severance Period in the case of options granted prior to the Effective Date and in the case of options granted after the Effective Date, for the remainder of the exercise period;
(vii) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on Target Performance, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment;
(viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(viix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(viix) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, PROVIDED THAT the Company shall bear the cost of such insurance only during the 24 monthsmonths following the date of termination of the Executive's employment; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(c11(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(c11(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viiixi) 24 months of additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") the SERP maintained by the Company, and immediate vesting of any such benefits;
(xii) a lump sum amount equal to the difference (determined on an actuarial basis) in the benefit Executive would have received under the Split Dollar Agreement (or its equivalent under Section 8) if the Company had continued to make the required premium payments under such Split Dollar Agreement for an additional 24 months; and
(ixxiii) other or additional benefits then due or earned in accordance with applicable plans and programs of the CompanyCompany (including without limitation the benefits payable under the SERP and the Split Dollar Agreement (or its equivalent under Section 8)).
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4045% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4045% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments installments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and which the Executive is participating in at the time of termination, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 30 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4070% of Base Salary (determined in accordance with Section 10(c)(ii11(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4070% of Base Salary (determined in accordance with Section 10(c)(ii11(c)(ii) above)) multiplied by 2.5, payable in equal monthly payments over the Severance Period;
(v) elimination of all restrictions on any restricted stock or deferred stock awards outstanding at the time of termination of employment;
(vi) any outstanding stock options which are unvested shall vest and Executive shall have the right to exercise any vested stock options during the Severance Period in the case of options granted prior to the Effective Date and in the case of options granted after the Effective Date, for 30 months or for the remainder of the exercise period, if less;
(vii) immediate vesting of all outstanding long-term incentive awards and a pro rata payment of such awards based on Target Performance, payable in a cash lump sum promptly (but in no event later than 15 days) following Executive's termination of employment;
(viii) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(viix) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(viix) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 monthsthe date upon which Executive attains 65 years of age, provided that the Company shall bear the cost of such insurance only during the 30 months following the date of termination of the Executive's employment; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (viix) of this Section 10(c11(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (viix) of this Section 10(c11(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viiixi) 24 30 months of additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") the SERP maintained by the Company, and immediate vesting of any such benefits;
(xii) a lump sum amount equal to the difference (determined on an actuarial basis) in the benefit Executive would have received under the Split Dollar Agreement then in effect if the Company had continued to make the required premium payments under such Split Dollar Agreement for the Severance Period; and
(ixxiii) other or additional benefits then due or earned in accordance with applicable plans and programs of the CompanyCompany (including without limitation the benefits payable under the SERP and the Split Dollar Agreement).
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's ’s employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 12 months following such termination (the "“Severance Period"”);
(iii) pro rata annual incentive award for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's ’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him her of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself herself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's ’s accrued benefits under any supplemental retirement benefit plan ("“SERP"”) maintained by the Company, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 monthsthe end of the Severance Period; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 12 months following such termination (the "“Severance Period"”);
(iii) pro rata annual incentive award for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's ’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's ’s accrued benefits under any supplemental retirement benefit plan ("“SERP"”) maintained by the Company, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's ’s employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "“Severance Period"”);
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4045% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year (or such higher percentage of Base Salary used for the determination of the Executive’s annual incentive award for the completed year immediately prior to such termination of employment or, if the annual incentive award for such completed year has not been determined as of the date of such termination of employment, the immediately prior year), payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4045% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's ’s termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's Executives duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. A termination without “Cause’ shall mean Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 10(b)) or due to death.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event the Executive's ’s employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to death, or disability, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) the Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of the Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive's ’s termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of the Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), continued for a period of 18 12 months following such termination payable in 12 equal monthly installments beginning on the first day following the six month anniversary after the date of the Executive’s termination of employment (the "12 month period following termination of employment is referred to as the “Severance Period"”);
(iii) pro rata annual incentive award Annual Incentive Award at 75% of Base Salary for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such yearoccurs, payable in a lump sum promptly (but in no event later than 15 days) payable on the first day following terminationthe six-month anniversary after the date of the Executive’s termination of employment;
(iv) an amount equal to 40% elimination of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the Severance Periodtime of termination of employment;
(v) any outstanding stock options, which are unvested, shall vest and the Executive shall have the right to exercise any vested stock options as provided in any stock option award agreement to which the Executive is a party;
(vi) the balance of any incentive awards Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination and in accordance with the terms of employmentsuch awards;
(vivii) settlement of all deferred compensation arrangements in accordance with the Executive's ’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination)Forms;
(viiviii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 monthsthe expiration of the Severance Period; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (employer; provided, however, to the extent that any such coverage benefits cannot be provided on a non-taxable basis to the Executive and the provision thereof would cause any part of the benefits to be determined on a coverage-by-coveragesubject to additional taxes and interest under Section 409A of the Code, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) then the provision of this Section 10(c), he such benefits shall receive cash payments equal on an after-tax basis be deferred to the cost earliest date upon which such benefits can be provided without being subject to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, additional taxes and (3) payment of such amounts shall be made quarterly in advance;interest; and,
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ixx) other or additional benefits then due or earned earned, payable in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Samples: Employment Agreement (Nymagic Inc)
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event the Executive's ’s employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to the Executive), other than due to death, or disability, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) the Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of the Executive's ’s employment, which shall be paid in a single lump sum not later than 15 days following the Executive's ’s termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of the Executive's ’s employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), continued for a period of 18 12 months following such termination payable in 12 equal monthly installments beginning on the first day following the six month anniversary after the date of the Executive’s termination of employment (the "12 month period following termination of employment is referred to as the “Severance Period"”);
(iii) pro rata annual incentive award Annual Incentive Award at 75% of Base Salary for the year in which termination occurs equal to 40% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such yearoccurs, payable in a lump sum promptly (but in no event later than 15 days) payable on the first day following terminationthe six-month anniversary after the date of the Executive’s termination of employment;
(iv) an amount equal to 40% elimination of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments over all restrictions on any Restricted Share Grants or deferred stock awards outstanding at the Severance Periodtime of termination of employment;
(v) any outstanding stock options, which are unvested, shall vest and the Executive shall have the right to exercise any vested stock options as provided in any stock option award agreement to which the Executive is a party;
(vi) immediate vesting of all outstanding Performance Compensation Awards for which target performance has been achieved through the date of termination, payable on the first day following the six-month anniversary of the date of the Executive’s termination of employment;
(vii) the balance of any incentive awards Annual Incentive Awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination and in accordance with the terms of employmentsuch awards;
(viviii) settlement of all deferred compensation arrangements in accordance with the Executive's ’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement upon such a termination)Forms;
(viiix) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 monthsthe expiration of the Severance Period; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (employer; provided, however, to the extent that any such coverage benefits cannot be provided on a non-taxable basis to the Executive and the provision thereof would cause any part of the benefits to be determined on a coverage-by-coveragesubject to additional taxes and interest under Section 409A of the Code, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) then the provision of this Section 10(c), he such benefits shall receive cash payments equal on an after-tax basis be deferred to the cost earliest date upon which such benefits can be provided without being subject to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, additional taxes and (3) payment of such amounts shall be made quarterly in advance;interest; and,
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ixx) other or additional benefits then due or earned earned, payable in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Samples: Employment Agreement (Nymagic Inc)
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4055% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4055% of Base Salary (determined in accordance with Section 10(c)(ii) above), payable in equal monthly payments installments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause Prior to a Change in Control. In the event Executive's employment with the Company is terminated without Cause (which termination shall be effective as of the date specified by the Company in a written notice to Executive), other than due to death, or in the event there is a Constructive Termination Without Cause (as defined below), in either case prior to a Change in Control (as defined below) ), Executive shall be entitled to and his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive's employment, which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(ii) Base Salary, at the annualized rate in effect on the date of termination of Executive's employment (or in the event a reduction in Base Salary is a basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 18 24 months following such termination (the "Severance Period");
(iii) pro rata annual incentive award for the year in which termination occurs equal to 4080% of Base Salary (determined in accordance with Section 10(c)(ii) above) for such year, payable in a lump sum promptly (but in no event later than 15 days) following termination;
(iv) an amount equal to 4080% of Base Salary (determined in accordance with Section 10(c)(ii) above), multiplied by two, payable in equal monthly payments installments over the Severance Period;
(v) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vi) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement upon such a termination);
(vii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) 24 months; or
(B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (1) if Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 10(c), he shall receive cash payments equal on an after-tax basis to the cost to him of obtaining the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (vii) of this Section 10(c), (2) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit himself on an individual basis, and (3) payment of such amounts shall be made quarterly in advance;
(viii) 24 months additional age and service credit for purposes of determining the amount Executive's accrued benefits under any supplemental retirement benefit plan ("SERP") maintained by the Company, and immediate vesting of any such benefits; and
(ixviii) other or additional benefits then due or earned in accordance with applicable plans and programs of the Company.
Appears in 1 contract
