Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination Without Cause, the Employment Period shall terminate and the Executive shall be entitled to the following benefits: (i) Continuation of Base Salary through the end of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of termination; (ii) the fiscal year bonus for the year in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminates). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal year; (iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminated; (iv) continued participation by the Executive’s spouse during her lifetime in the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated; (v) continuation of the perquisites described in Section 8(b) during the Executive’s lifetime, except that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annum; and (vi) continued provision by the Company to the Executive during his lifetime of executive office space and secretarial support comparable to that made available to the Executive during the Employment Period.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination Without Cause, the Employment Period shall terminate and the Executive shall be entitled to the following benefitsto:
(i) Continuation of The Base Salary through the end date of termination of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of terminationExecutive's employment;
(ii) The Base Salary, at the fiscal year bonus annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 36 months following such termination; provided that at the Executive's option the Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate for short term Treasury obligations as published by the Internal Revenue Service for the year month in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminatestermination occurs). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal year;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers The balance of the Company or its employees, or, in the event that the Executive is any incentive awards earned (but not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminatedyet paid);
(iv) continued participation by The right to exercise any stock option in full, whether or not such right is exercisable pursuant to the Executive’s spouse during her lifetime in the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit terms of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated;grant.
(v) continuation Any pension benefit that may become due pursuant to Section 6 above;
(vi) Continued accrual of credited service for the purpose of the perquisites described pension benefit provided under Section 6 above for the period of 36 months or his attainment of age 65, whichever shall first occur;
(vii) Continued participation in Section 8(b) during all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the Executive’s lifetime, except that the Executive’s personal use date of the Company’s aircraft termination of his employment until the earlier of:
(A) The end of the period during which he is receiving salary continuation payments (or in respect of which a lump-sum severance payment is made);
(B) The date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (vii) of this Section 8(c), he shall be limited provided with the after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to 50 hours participate for the period specified in this clause (vii) of flight time per annumthis Section 8(c), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and
(viviii) continued provision by Other or additional benefits in accordance with applicable plans and programs of the Company Companies to the Executive during his lifetime date of executive office space and secretarial support comparable to that made available to the Executive during the Employment Periodtermination.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. In AMS may terminate Mockett’s employment at any time without Cause, provided that it gives written notice of termination at least 30 days before the event the Executivedate of such termination. If Mockett’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event if there is a Constructive Termination Without constructive termination without Cause, the Employment Period shall terminate and the Executive as defined below, Mockett shall be entitled to receive from AMS the following benefitsfollowing:
(i) Continuation payment of any unpaid portion of his Base Salary and vacation pay through the end effective date of such termination, a lump sum payment equal to any unpaid installments of the Employment Period if Signing Bonus, and the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of terminationAnnual Bonus Amounts;
(ii) the fiscal year bonus reimbursement for the year any outstanding reasonable business expense he has incurred in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminates). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal yearperforming his duties under this Agreement;
(iii) continued participation by full vesting of any unexercised stock options and any restricted stock, and the Executive during his lifetime in all employee welfare benefit plans right to exercise the options for at least six months after Mockett’s termination of employment, and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminatedPro-Rated Long-Term Incentive Compensation Payment;
(iv) continued participation payment of any accrued but unpaid benefits, and any other rights, as required by the Executive’s spouse during her lifetime in the Company’s medical terms of any employee benefit plan or program of AMS, this Agreement, or any other agreement between AMS and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminatedMockett;
(v) the right to elect continuation coverage of insurance benefits to the extent required by law, and payment of amounts equal (before reduction for taxes) to any premiums for health insurance continuation coverage under any AMS health plans that is elected by Mockett or his beneficiaries pursuant to Section 4980B of the perquisites described in Section 8(b) during Code, at a time or times mutually agreed to by the Executive’s lifetimeparties, except but only so long as Mockett is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annumplan); and
(vi) continued provision by a severance benefit in an amount equal to 200% of the Company sum of Mockett’s annual Base Salary in effect immediately preceding such termination (without taking into account impermissible reductions to his Base Salary) and the average of the annual bonuses (annualized in the case of the annual bonus for 2001) paid to Mockett in the three-year or shorter period of employment immediately preceding such termination (such average not to be less than his Target Annual Bonus immediately preceding such termination), but only if (1) Mockett executes a release substantially identical to the Executive during his lifetime release attached hereto, (2) the period for revoking such release has expired, and (3) Mockett has materially complied with the requirements of executive office space Sections 10 and secretarial support comparable 11 hereof through the end of the period for revoking such release. AMS shall pay to Mockett 75% of the severance benefit in paragraph (vii) within 30 days after the date that made available all of the applicable conditions are satisfied. The other 25% of the severance benefit shall be placed in an interest-bearing escrow account (or held pursuant to a similar arrangement that provides for the crediting of interest) for 12 months after such date. The amount credited to the account shall be paid to him within 30 days after the end of the period unless Mockett does not comply in all material respects with the covenants in Sections 10 and 11 hereof throughout that period. If Mockett does not comply in all material respects with the requirements of Sections 10 and 11 hereof throughout that period, the amount credited to the account shall be paid to AMS. In addition, if it is finally determined by a court or conceded in a settlement or other binding agreement with the Internal Revenue Service that any such escrowed amounts are taxable to Mockett, AMS shall pay Mockett an amount equal to such taxes plus any additional amount necessary to make Mockett whole after the imposition of taxes on both amounts. All severance benefits paid to Mockett shall be paid subject to all legally required payroll deductions and withholdings for sums owed by Mockett to AMS. For purposes of this Agreement, constructive termination without Cause shall mean a termination of Mockett at his own initiative following the occurrence, without Mockett’s prior written consent, of one or more of the following events not on account of Cause:
(1) (A) a diminution in the nature or scope of Mockett’s authority or responsibilities (including, without limitation, reporting responsibilities) or the duties that Mockett performs, or (B) an adverse change in Mockett’s titles or offices (including, without limitation, membership on the Board) with AMS and/or his failure to be appointed or elected (or re-elected) as Chief Executive Officer of AMS and Chairman of the Board;
(2) a reduction in Mockett’s then current Base Salary or Annual Target Bonus, or a reduction in the potential value of his long-term incentive compensation plans described in Section 5.b.(ii) hereof, or the termination or reduction in aggregate value of the employee benefits and perquisites enjoyed by him, other than benefits specifically provided in this Agreement (in each case, other than in the case of his Base Salary or Annual Target Bonus, except as part of a general reduction that applies to substantially all participants in the same plan or arrangement who are vice presidents and above);
(3) the relocation of Mockett’s office or AMS’s principal executive offices from its present location to a location more than 25 miles from Fairfax, Virginia, without his prior written consent;
(4) the failure of AMS to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of AMS, unless the successor agrees to enter into a substantially similar agreement with Mockett effective as of the date of the merger, consolidation, sale or similar transaction;
(5) any other breach of a material provision of this Agreement by AMS; or
(6) termination for any reason during the Employment Periodperiod beginning 366 days and ending 396 days following of a Change of Control of AMS; provided that the term of this Agreement may not expire before the 397th day following the Change of Control. Mockett’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting constructive termination. Under no circumstances shall the mere failure of AMS to extend (or notice of its intention not to extend) the Agreement result in a constructive termination without Cause. Mockett must give written notice of a constructive termination without Cause to AMS at least 30 days before the effective date of such termination, and give AMS the opportunity to cure, if curable, the circumstances that otherwise would provide grounds for constructive termination without Cause within such 30-day period.
Appears in 1 contract
Samples: Employment Agreement (American Management Systems Inc)
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination Without Cause, the Employment Period shall terminate and the Executive shall be entitled to the following benefitsto:
(i) Continuation of The Base Salary through the end date of termination of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of terminationExecutive's employment;
(ii) The Base Salary, at the fiscal year bonus annualized rate in effect on the date of termination of the Executive's employment (or in the event a reduction in Base Salary is the basis for a Constructive Termination Without Cause, then the Base Salary in effect immediately prior to such reduction), for a period of 36 months following such termination; provided that at the Executive's option the Companies shall pay him the present value of such salary continuation payments in a lump sum (using as the discount rate the Applicable Federal Rate for short term Treasury obligations as published by the Internal Revenue Service for the year month in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminatestermination occurs). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal year;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers The balance of the Company or its employees, or, in the event that the Executive is any incentive awards earned (but not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminatedyet paid);
(iv) continued participation by The right to exercise any stock option in full, whether or not such right is exercisable pursuant to the Executive’s spouse during her lifetime in the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit terms- of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated;grant.
(v) continuation Any pension benefit that may become due pursuant to Section 5 above;
(vi) Continued accrual of credited service for the purpose of the perquisites described pension benefit provided under Section 5 above for the period of 36 months or his attainment of age 65, whichever shall first occur;
(vii) Continued participation in Section 8(b) during all medical, dental, hospitalization and life insurance coverage and in other employee benefit plans or programs in which he was participating on the Executive’s lifetime, except that the Executive’s personal use date of the Company’s aircraft termination of his employment until the earlier of:
(A) The end of the period during which he is receiving salary continuation payments (or in respect of which a lump-sum severance payment is made);
(B) The date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis); provided that (x) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause (ix) of this Section 7(c), he shall be limited provided with the after-tax economic equivalent of the benefit provided under the plan or program in which he is unable to 50 hours participate for the period specified in this -clause (ix) of flight time per annumthis Section 7(c), (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (z) payment of such after-tax economic equivalent shall be made quarterly in advance; and
(viviii) continued provision by Other or additional benefits in accordance with applicable plans and programs of the Company Companies to the Executive during his lifetime date of executive office space and secretarial support comparable to that made available to the Executive during the Employment Periodtermination.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. In Trycera may terminate the event Employee’s employment at any time without Cause, provided that it gives written notice of termination at least ninety (90) days before the Executivedate of such termination. If the Employee’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event if there is a Constructive Termination Without constructive termination without Cause, as defined below, the Employment Period shall terminate and the Executive Employee shall be entitled to receive from Trycera the following benefitsfollowing:
(i) Continuation payment of Base Salary any unpaid portion of his base salary through the end of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of such termination;; Trycera Initials 5 Employee Initials
(ii) the fiscal year bonus reimbursement for the year any outstanding reasonable business expenses he incurred in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminates). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal yearperforming his duties hereunder;
(iii) continued participation the right to elect continuation coverage of insurance benefits to the extent required by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminatedlaw;
(iv) continued participation payment of any accrued but unpaid benefits, and any other rights, as required by the Executive’s spouse during her lifetime in terms of any employee benefit plan or program of Trycera, this Agreement, or any other agreement between Trycera and the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminatedEmployee;
(v) full and immediate vesting of sixty-six and two-thirds (66.66%) of any unexercised stock options;
(vi) payment of amounts equal to any premiums for health insurance continuation coverage under any Trycera health plan that is elected by the Employee or his beneficiaries pursuant to Section 4980B of the perquisites described in Section 8(b) during Internal Revenue Code, at a time or times mutually agreed to by the Executive’s lifetimeparties, except but only so long as the Employee is not eligible for coverage under a health plan of another employer (whether or not he elects to receive coverage under that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annumplan); and
(vivii) continued provision subject to limitations set forth below, a severance benefit in an amount equal to one and one half (1.50) times the largest annual base salary received by Employee under the Company Agreement if such termination occurs on or before October 1, 2010, and one (1) time the largest annual base salary received by Employee under the Agreement if such termination occurs after October 1, 2010, but only if (x) Employee executes an agreement releasing Trycera from any further liability under this Agreement, (y) the period for revoking such release has expired, and (z) Employee has not materially breached the Confidential Information Agreement. The Employee shall be deemed to have earned and Trycera shall pay to Employee 75% of the total severance benefit in Section 6(d)(vii) above within thirty (30) days after all of the applicable conditions are satisfied. The remaining 25% of the severance benefit will be deemed earned by Employee, and Trycera shall pay to Employee such remaining 25% of the severance benefit within thirty (30) days following the first anniversary of the Employee's termination date unless the Employee materially breaches the Confidential Information Agreement during the one year period following the Employee's termination date, in which case such remaining 25% of the severance benefit will be deemed unearned and will not be paid. All severance benefits paid to the Executive during his lifetime of executive office space Employee shall be paid subject to all legally required payroll deductions and secretarial support comparable to that made available withholdings for sums owed by Trycera to the Executive during Employee. For purposes of this Agreement, constructive termination without Cause shall mean a termination of the Employment PeriodEmployee at his own initiative following the occurrence, without the Employee’s prior written consent, of one or more of the following events not on account of Cause:
(1) the failure of Trycera to obtain an assumption in writing of its obligation to perform under this Agreement by any successor to all or substantially all of the assets of Trycera in connection with any merger, consolidation, sale or similar transaction; or Trycera Initials 6 Employee Initials
(2) any material breach of this Agreement by Trycera. In the event the Employee is terminated without Cause or there is a constructive termination without Cause, each party shall provide the other with written notice not less than thirty (30) days before the effective date of the termination of employment.
Appears in 1 contract
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination Without Cause, the Employment Period shall terminate and the Executive shall be entitled to the following benefits:
(i) Continuation of Base Salary through the end of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of terminationPeriod;
(ii) the fiscal year bonus for the year in which the Employment Period terminates if such bonus is approved by the Compensation Committee (based on the parameters set by the Compensation Committee for the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminates). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal year;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s employee welfare benefit plans and programs on the date the Executive’s employment is terminated;
(iv) continued participation by the Executive’s spouse during her lifetime in the Company’s medical and dental plans, or, in the event that the Executive’s spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s spouse) that provide benefits that are equivalent to those provided under each of the Company’s medical and dental plans on the date the Executive’s employment is terminated;
(v) continuation of the perquisites described in Section 8(b) during the Executive’s lifetime, except that the Executive’s personal use of the Company’s aircraft shall be limited to 50 hours of flight time per annum; and;
(vi) continued provision by the Company to the Executive during his lifetime of executive office space and secretarial support comparable to that made available to the Executive during the Employment Period;
(vii) the Company shall, upon the demand of the Executive, buy back from the Executive 100,000 shares of the Company’s Common Stock at the end of each of the next four calendar quarters following the end of the quarter in which his employment was terminated at the Fair Market Value of such Stock during such quarter; and
(viii) upon the death of the Executive and his spouse, the Company shall, upon the demand of the Executive’s or his spouse’s estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of such demand or register the public offer and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
Termination Without Cause or Constructive Termination Without Cause. In the event the Executive’s 's employment is terminated by the Company without Cause, other than due to Disability or death, or in the event there is a Constructive Termination Without Cause, the Employment Period shall terminate and the Executive shall be entitled to the following benefits:
(i) Continuation of Base Salary through the end of the Employment Period if the Employment Period is terminated pursuant to Section 2(b) and otherwise through the end of the ninety (90) day period following the date of terminationPeriod;
(ii) the fiscal year bonus annual incentive award for the year in which the Employment Period terminates if such bonus Executive's employment is approved by the Compensation Committee (terminated, based on the parameters set by the Compensation Committee original target award performance for such year, payable in a single installment promptly after the Executive’s performance bonus during the first ninety days of the fiscal year in which the Employment Period terminates). The amount of such bonus will be pro-rated based on the termination date and shall be paid at the time performance bonuses are paid to other employees for such fiscal year's employment is terminated;
(iii) continued participation by the Executive during his lifetime in all employee welfare benefit plans and programs that are generally made available to senior officers of the Company or its employees, or, in the event that the Executive is not eligible to participate in such plans or such plans are terminated after the date the Executive’s 's employment is terminated, in plans (including plans maintained solely for the benefit of the Executive) that provide benefits that are equivalent to those provided under each of the Company’s 's employee welfare benefit plans and programs on the date the Executive’s 's employment is terminated;
(iv) continued participation by the Executive’s 's spouse during her lifetime in the Company’s 's medical and dental plans, or, in the event that the Executive’s 's spouse is not eligible to participate in such plans or such plans are terminated after the date the Executive’s 's employment is terminated, in plans (including plans maintained solely for the benefit of the Executive’s 's spouse) that provide benefits that are equivalent to those provided under each of the Company’s 's medical and dental plans on the date the Executive’s 's employment is terminated;
(v) continuation of the perquisites described in Section 8(b) during the Executive’s 's lifetime, except that the Executive’s 's personal use of the Company’s 's aircraft shall be limited to 50 hours of flight time per annum; and;
(vi) continued provision by the Company to the Executive during his lifetime of executive office space and secretarial support comparable to that made available to the Executive during the Employment PeriodTerm of Employment;
(vii) the Company shall, upon the demand of the Executive, buy back from the Executive 100,000 shares of the Company's Common Stock at the end of each of the next four calendar quarters following the end of the quarter in which his employment was terminated at the Fair Market Value of such Stock during such quarter;
(viii) the supplemental pension benefit provided in Section 6 shall fully vest; and
(ix) upon the death of the Executive and his spouse, the Company shall, upon the demand of the Executive's or his spouse's estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of such demand or register the public offer and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended.
Appears in 1 contract
Samples: Employment Agreement (Blyth Inc)
