Termination Without Cause or for Good Reason. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof: (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”); (B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date; (C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date; (D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs; (E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”); (F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”); (G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and (H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Spirit Realty Capital, Inc.)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
date of such termination plus a lump sum cash payment equal to three times (iix) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
Executive's then current Base Salary plus (Ay) an amount (the “Severance”) equal to the Multiplier average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (as defined below) times the "Average Bonus"). The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary (disregarding any reduction in Base Salary at any time), would have been payable in a single lump sum accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, payment at a discount rate equal to 200 basis points plus the “First Payroll Date”);
(B) an amount London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the “Bonus Severance”"WSJ") equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided WSJ is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)published; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed if the Executive is entitled to the Employee lump sum payment set forth in the preceding sentence, by written notice to Company within ten days of such time termination, Executive may elect to receive the Base Salary component of such lump sum payment in accordance with Company's regular payroll practices during the relevant period following termination, as is required for applicable, rather than as part of such equity award to constitute a “short-term deferral”; providedlump sum payment, furtherin which event, however, the accelerated vesting such periodic payments of the equity awards Base Salary shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to be discounted as the “Accelerated Time Equity Vesting”)provided in this sentence;
(Gii) vesting Executive shall be entitled to continue, for two years, to receive at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (including, without limitation, the Promotion Performance Share Award, if any) if and to the extent outstanding) delivered in accordance with Company was paying for such benefits to Executive and Executive's spouse and dependents at the applicable award agreement; provided, however, that any time of such award intended to be exempt from Code Section 409A as a “short-term deferral” termination. Executive and his spouse and dependents shall be distributed entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, COBRA coverage period following the accelerated vesting expiration of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (period, if any, during which Company paid such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)expense; and
(Hiii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum date hereof shall become immediately vested and exercisable on the First Payroll Datedate of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust), Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated by Company for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by Executive for Good Reason (as hereinafter defined):
(b) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination plus a lump sum cash payment equal to the greater of (x) by the Company other than for Cause, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any time), calendar year that expired prior to termination of employment and (y) two and one-half times (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided WSJ is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)published; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed if the Executive is entitled to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; providedlump sum payment set forth in the preceding sentence, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, by written notice to the extent outstanding) delivered Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the applicable award agreement; providedCompany's regular payroll practices during the relevant period following termination, howeveras applicable, that any rather than as part of such award intended to lump sum payment, in which event, such periodic payments of Base Salary shall not be exempt from Code Section 409A discounted as a “short-term deferral” provided in this sentence;
(c) Executive shall be distributed entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the Employee within such time as is required extent Company was paying for such equity award benefits to constitute a “short-term deferral”; provided, further, however, Executive and Executive's spouse and dependents at the accelerated vesting time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (period, if any, during which Company paid such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)expense; and
(Hd) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the event New Plan) and stock option granted to Executive before, on or after the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum date hereof shall become immediately vested and exercisable on the First Payroll Datedate of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or terms under which they may be granted.
Appears in 2 contracts
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust), Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If The Executive shall be entitled to severance benefits if, during the Employee’s employment by two year period commencing on the Company is terminated Effective Date, the Executive has a Termination of Employment initiated (xi) by the Company other than for Cause, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination its affiliates without Cause or (ii) by the date on Executive for Good Reason. Such severance benefits shall include (i) a cash payment, which shall be payable in one lump sum as soon as reasonably practicable after the Date of Termination, but in no event later than fourteen days thereafter, equal to (x) one and one-half times the sum of the Executive's Base Salary and Target Bonus, each as in effect upon the Termination of Employment (without giving effect to any reduction which constitutes Good Reason) (or, if higher, immediately prior to the Effective Date), and (y) the amount under all of the Pension Plans which the Employee becomes eligible for Executive would have accrued during the period from the Date of Termination until the third anniversary of the Date of Termination had the Executive continued employment with the Company, assuming no change in Base Salary and Target Bonus, each as in effect immediately prior to the Termination of Employment (without giving effect to any reduction that constitutes Good Reason) (or, if higher, immediately prior to the Effective Date), assuming full bonus payout and without regard to any amendment to the Pension Plans made upon or subsequent to the Effective Date, PROVIDED, HOWEVER, that such amount shall be reduced by the amount, if any, of the Retention Bonus (defined below) already paid to the Executive; PROVIDED, FURTHER, that after such reduction the Executive shall be entitled to no less than one times the sum of the Executive's then current Base Salary and the Target Bonus; (ii) continuation during the Severance Period of coverage under and participation in employee welfare and fringe benefit plans or programs that the group health plan of a subsequent employer Executive (of which eligibility the Employee hereby agrees to give prompt notice and any beneficiary) is covered under or participating in immediately prior to the CompanyNotice of Termination (without giving effect to any reduction in such benefits which constitutes Good Reason) (or, if more favorable to the Executive, immediately prior to the Effective Date) (or substantially equivalent plans or programs on a benefit by benefit basis), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B reduction of the Code such employee welfare and the regulations thereunder, the Company shall continue to provide the Employee fringe benefit plans upon re-employment and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held receipt by the Employee on Executive of comparable benefits under welfare and fringe benefit plans of a successor employer during the date Severance Period; and (iii) receipt of termination (including without limitation outplacement services during the Promotion Restricted Stock Award); providedSeverance Period, howeverwhich services are no less favorable than the executive outplacement provided by the Company, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance consistent with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datepast practices.
Appears in 2 contracts
Samples: Retention and Severance Agreement (Quebecor World Usa Inc), Retention and Severance Agreement (Quebecor World Usa Inc)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any timecalendar year that expired prior to termination of employment and (y),
(A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and ending Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and
(iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 days after the date termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO Agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 2 contracts
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust), Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If the EmployeeExecutive’s employment by with the Company is terminated (x) by the Company (other than for Cause, Disability or (yDeath) or by the Employee Executive for Good ReasonReason at any time, then the Company Executive shall pay or provide be entitled to the Employee with the followingfollowing benefits:
(i) the Accrued Benefits; and
(ii) subject Company shall pay to the Employee’s continued compliance with Executive the obligations in Sections 8, 9 and 10 hereoffollowing amounts:
(1) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination the aggregate of the lump sum of (A) an the Executive’s unpaid base salary through the Date of Termination, (B) the product of (w) the greater of any annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal year or any annual bonus payable for the then current fiscal year and (x) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (C) the product of (y) the greater of any quarterly bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal quarter or any quarterly bonus payable for the then current fiscal quarter and (z) a fraction, the numerator of which is the number of days in the current fiscal quarter through the Date of Termination, and the denominator of which is 90 and (D) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the “Severance”) equal to sum of the Multiplier amounts described in clauses (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any timeA), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60thB), (C), and (D) day following the date of termination (such payroll date, shall be hereinafter referred to as the “First Payroll DateAccrued Obligations”);
(B2) in a lump sum in cash in the next regularly scheduled pay cycle following the Date of Termination an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary 100% of the date greater of termination or (a) the Executive’s highest aggregate bonus (including both annual and quarterly bonuses, if applicable) paid in any fiscal year during the five fiscal year period prior to the Date of Termination and (b) the sum of the maximum bonus (including both annual and quarterly bonuses, if applicable) payable to the Executive during the then current fiscal year; and (ii) the date on which greater of (x) 100% of the Employee becomes eligible for coverage under Executive’s highest annual base salary during the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice five fiscal year period prior to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B Date of Termination and (y) 100% of the Code and Executive’s then current annual base salary.
(ii) for 12 months after the regulations thereunderDate of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Employee Executive and the EmployeeExecutive’s eligible dependents with coverage under its group health plans family at the same levels and the same cost least equal to the Employee as those which would have applied been provided to them if the EmployeeExecutive’s employment had not been terminated based on terminated, in accordance with the Employee’s elections applicable Benefit Plans in effect on the date of terminationEffective Date or, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior more favorable to the expiration Executive and his family, in effect generally at any time thereafter with respect to other peer executives of the period Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of continuation coverage benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to bethe Executive and his family as those being provided by the Company, exempt from then the application Company shall no longer be required to provide those particular benefits to the Executive and his family;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of Section 409A employment under any plan, program, policy, practice, contract or agreement of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under and its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) affiliated companies (such coverage being other amounts and benefits shall be hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity VestingOther Benefits”); and
(Hiv) in for purposes of determining eligibility (but not the event time of commencement of benefits) of the termination occurs prior Executive for retiree benefits to January 1, 2018which the Executive is entitled, the Stock Bonus, payable in a single lump sum on Executive shall be considered to have remained employed by the First Payroll DateCompany until 12 months after the Date of Termination.
Appears in 2 contracts
Samples: Executive Retention Agreement, Executive Retention Agreement (Vistaprint LTD)
Termination Without Cause or for Good Reason. If the Employee’s your employment by the Company is terminated (x) by the Company other than for Cause, Lifeway without Cause or (y) by the Employee you voluntarily for Good Reason, and you return to Lifeway a General Release, you shall be entitled to receive:
i) your Base Salary for the Company shall pay remainder of the current Term or provide the Employee six (6) months, whichever is greater;
ii) your accrued but unused Paid Time Off as of your Termination Date in accordance with the following:Company’s customary payroll procedures;
iii) a one-time payment of $10,000 for your financial planning or transition-related needs;
iv) if you timely elect continued coverage under COBRA, the COBRA premiums necessary to continue your coverage (iincluding coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount period (the “SeveranceCOBRA Premium Period”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum starting on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination Termination Date and ending on the earlier earliest to occur of: (i) six calendar months after the calendar month of your Termination Date; (ii) the date you (and your eligible dependents, if applicable) become eligible for group health insurance coverage through another employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event;
v) a cash bonus equal to the greater of (i) the twenty-four (24) month anniversary value of the Annual Bonus you would have earned for the fiscal year of your Termination Date if you would have been employed on the date of termination that the Company paid such Annual Bonus; or (ii) the value of the actual Annual Bonus you earned for the fiscal year prior to your Termination Date. The bonus shall be payable in a lump sum, less applicable withholdings, on or before the date on which that the Employee becomes eligible Annual Bonus for coverage under the group health plan fiscal year of a subsequent employer your Termination Date is (of which eligibility or would have been) paid by the Employee hereby agrees Company to give prompt notice similarly situated executives;
vi) reimbursement for unreimbursed business expenses that you properly incurred, in accordance with the Company’s expense reimbursement policy; and
vii) to the Company)extent that you hold any Outstanding Awards, subject an amendment to each award agreement that evidences each such Outstanding Award that provides as follows: If your employment with Lifeway is terminated without Cause or for Good Reason, your Outstanding Awards that are Stock Options or Stock Appreciation Rights shall immediately become fully vested and exercisable on your Termination Date. The vested Outstanding Awards shall be exercisable for the Employee’s valid election period specified in the applicable option agreement. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and are not intended to continue healthcare coverage under Section 4980B of the Code qualify as performance-based compensation shall become fully vested and the regulations thereunderrestrictions thereon shall lapse; provided that, any delays in the Company shall continue to provide settlement or payment of such awards that are set forth in the Employee applicable award agreement and the Employee’s eligible dependents with coverage that are required under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation (“Section 409A-1(a)(5), or (2409A”) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection shall remain in effect. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award are intended to qualify as performance-based compensation shall remain outstanding and shall vest or be exempt from Code Section 409A forfeited as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with specified by the applicable award agreement; providedagreements, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to if the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dateapplicable performance goals are satisfied.
Appears in 2 contracts
Samples: Executive Employment Agreement (Lifeway Foods, Inc.), Executive Employment Agreement (Lifeway Foods Inc)
Termination Without Cause or for Good Reason. If prior to the Employeeexpiration of the Term, Executive resigns from his employment hereunder for Good Reason or the Company terminates Executive’s employment by the Company is terminated hereunder without Cause (x) by the Company other than for Causea termination by reason of death or Disability), or (y) by the Employee for Good Reason, then the Company shall pay or provide Executive the Employee with Amounts and Benefits and the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A1) an amount (the “Severance”) equal to the Multiplier two (as defined below2) times the Executive’s Base Salary (disregarding any reduction in Base Salary at any time)Salary, which shall be payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid ratable installments pursuant to the Company’s senior executives generally standard payroll procedures for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary months;
(2) any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to Executive on the date that is thirty (30) days following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the date Company, if later;
(3) a pro-rata portion of the Base EBITDA Bonus and Additional EBITDA Bonus for the fiscal year in which Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonuses which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination or that Executive is employed by the Company and the denominator of which is 365) (ii“Pro Rata Bonus”). The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated;
(4) a Leverage Based Bonus based on actual achievement as of December 31st of the date on year of termination of employment (collectively the “Termination Leverage Based Bonus”). Such Leverage Based Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated;
(5) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company’s group health insurance plans in which Executive participated immediately prior to the Employee Date of Termination (“COBRA Continuation Coverage”), the Company shall pay the full cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earlier of (a) when Executive becomes eligible for coverage under the group another employer’s health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5)plan, or (2b) twenty-four (24) months following the Company is otherwise unable to continue to cover Date of Termination, (the Employee benefits provided under its group health plans without penalty under applicable law this sub-section (including without limitation4), Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits ContinuationMedical Continuation Benefits”);
(F6) full vesting any unvested portion of each outstanding Company equity and/or long-term incentive award that vests solely based the RSUs shall accelerate and become fully vested on the passage Date of time held Termination and the shares covered by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” RSUs shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based Executive on the attainment date that is thirty (30) days following the Date of certain performance conditions Termination (including, without limitation, the Promotion Performance Share Award, subject to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”securities law restrictions); and
(H7) in and unvested portion of the event PSUs with respect to periods not yet ending before the termination occurs Date of Termination shall become fully vested on the Date of Termination and the shares covered by such PSUs shall be distributed to Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions) (i.e., if the Date of Termination were prior to January 1December 31, 20182019, 500,000 PSUs would so vest; if the Stock BonusDate of Termination were on or after December 31, payable in a single lump sum on 2019 and before December 31, 2020, 333,333 PSUs would so vest; and if the First Payroll DateDate of Termination were after December 31, 2020 and before December 31, 2021, 166,667 PSUs would so vest).
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Centric Brands Inc.)
Termination Without Cause or for Good Reason. If the Employee’s employment this Agreement is terminated by the Company is terminated (x) without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, then the Company shall will pay or provide the Employee with the following:
Executive (i) all accrued, but unpaid, wages through the Accrued Benefitstermination date, based on the Executive’s then current Base Salary; and
(ii) subject all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the Employee’s continued compliance extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 policies within ten (10) business days of the calendar year following Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the calendar year Executive is participating in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company)’s group medical, subject vision and dental plan immediately prior to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (1or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) if any plan pursuant to which such benefits are provided is notprovide medical, or ceases prior vision and dental insurance to the expiration of Executive and his dependents in the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on month immediately preceding the date of termination (including without limitation the Promotion Restricted Stock Award)termination; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” the Executive or the Executive’s eligible dependents shall be distributed solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the Employee amounts listed in this Section 7.4 shall be made by the Company within such time as is required for such equity award to constitute a “short-term deferral”; providedthirty (30) days of the Executive’s termination date, further, howeverwith the payment date determined by the Company in its sole discretion. In addition, the accelerated vesting Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the equity awards separation payment shall not change begin on the time or form of first regular payroll payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A date occurring after the thirtieth (such vesting being hereinafter referred to as 30th) day following the Executive’s termination date (the “Accelerated Time Equity VestingSeverance Delay Period”);
) and will be paid over a period of thirty-six (G36) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement; providedagreement regarding such units. Except as set forth in this Section 7.4, howeverSection 10.2(e) and Section 11, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” the Company shall be distributed have no other obligations to the Employee within such time as is required for such equity award to constitute a “short-term deferral”Executive under this Agreement; provided, further, however, the accelerated vesting of Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the equity awards shall Executive is subject, including, but not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018limited to, the Stock Bonusobligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, payable in a single lump sum on the First Payroll Dateas provided herein.
Appears in 2 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Termination Without Cause or for Good Reason. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)termination; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of with respect to any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions conditions, (includingi) with respect to any such award granted prior to 2020, without limitationvesting (or earned) at “target” and (ii) with respect to any such award granted in or after 2020, vesting (or earned) at the Promotion Performance Share Awardgreater of “target” and actual performance based on the achievement of the performance goals as of the termination date, to the extent outstanding) in each case delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 2 contracts
Samples: Employment Agreement (Spirit Realty Capital, Inc.), Employment Agreement (Spirit Realty, L.P.)
Termination Without Cause or for Good Reason. If If, during the Employee’s employment by period commencing on the Company is terminated Effective Date and ending on (xbut including) by the Company other than for Causeone-year anniversary of a Change in Control, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
Executive’s employment is terminated by the Company without Cause (as defined below), or (ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier Executive resigns employment for Good Reason (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any timeeach, a “Qualifying Termination”), payable in a single lump sum on then subject to Section 3 and Section 4 below:
(a) The Company will pay to the first payroll date occurring on or after the sixtieth Executive within thirty (60th30) day following days of the date of termination the Qualifying Termination (or on such payroll dateearlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal Company will pay to the Multiplier times Executive any earned but unpaid annual performance award for the Target Bonus (disregarding any reduction in prior fiscal year at the Target Bonus at any time), time such annual performance awards are payable in a single lump sum on to employees of the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar yearCompany generally, but in no event later than March 15 of the calendar year immediately following the calendar year in which the date of termination Qualifying Termination occurs;.
(Eb) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees The Company will continue to give prompt notice pay to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, thenExecutive, in either caseequal installments in accordance with the Company’s normal payroll practices, an amount equal to each remaining Company subsidy the Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall thereafter be paid mean the Executive’s annual base salary rate in effect immediately prior to the Employee Qualifying Termination 53622644 or, in substantially equal monthly installments over the continuation coverage period (or event of a resignation for Good Reason as a result of a material diminution in the remaining portion thereof) (such coverage being hereinafter referred Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to as the “Health Benefits Continuation”);
(F) full vesting reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of each outstanding Company equity and/or long-term incentive award the Release required by Section 4 hereof, with the first payment to include the amount of all Salary Continuation Payments that vests solely based on the passage of time held by the Employee on would have been paid from the date of termination (including without limitation the Promotion Restricted Stock Award)Qualifying Termination had they commenced as of such date; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior period to January 1consider and, 2018if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the Stock Bonus, payable in a single lump sum first such payment shall be made on the First Payroll Datelater of the first regular payroll date of such second calendar year or the first payroll date following the effectiveness of the Release, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.
Appears in 1 contract
Samples: Executive Severance Agreement (Altair Engineering Inc.)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
date of such termination plus a lump sum cash payment equal to three times (iix) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
Executive's then current Base Salary plus (Ay) an amount (the “Severance”) equal to the Multiplier average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (as defined below) times the "Average Bonus"). The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary (disregarding any reduction in Base Salary at any time), would have been payable in a single lump sum accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, payment at a discount rate equal to 200 basis points plus the “First Payroll Date”);
(B) an amount London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the “Bonus Severance”"WSJ") equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided WSJ is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)published; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed if the Executive is entitled to the Employee lump sum payment set forth in the preceding sentence, by written notice to Company within ten days of such time termination, Executive may elect to receive the Base Salary component of such lump sum payment in accordance with Company's regular payroll practices during the relevant period following termination, as is required for applicable, rather than as part of such equity award to constitute a “short-term deferral”; providedlump sum payment, furtherin which event, however, the accelerated vesting such periodic payments of the equity awards Base Salary shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to be discounted as the “Accelerated Time Equity Vesting”)provided in this sentence;
(Gii) vesting Executive shall be entitled to continue, for three years, to receive at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (including, without limitation, the Promotion Performance Share Award, if any) if and to the extent outstanding) delivered in accordance with Company was paying for such benefits to Executive and Executive's spouse and dependents at the applicable award agreement; provided, however, that any time of such award intended to be exempt from Code Section 409A as a “short-term deferral” termination. Executive and his spouse and dependents shall be distributed entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, COBRA coverage period following the accelerated vesting expiration of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (period, if any, during which Company paid such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)expense; and
(Hiii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum date hereof shall become immediately vested and exercisable on the First Payroll Datedate of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If The Employment Term and the EmployeeExecutive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company is terminated (x) without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company other than for Cause, or (y) by the Employee for Good Reason“Release”), the Company Executive shall pay or provide the Employee with be entitled to receive the following:
(ia) A lump sum payment, which shall be paid within 30 days following the Termination Date, equal to [SEVERANCE MULTIPLE] times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs.
(b) With respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Accrued Benefits; and
(ii) subject Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Employee’s continued compliance with the obligations in Sections 8Termination Date, 9 and 10 hereof:
multiplied by (AY) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll datefraction, the “First Payroll Date”);
(B) an amount (numerator of which is the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 number of the calendar year following days between first day of the calendar year in which the date Termination Date occurs and the Termination Date and the denominator of termination occurswhich is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.2(a) hereof;
(Ec) during If the period commencing Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the date tenth day of termination and ending on the earlier of month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twentyeighteen-four (24) month anniversary of the date of termination or Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Employee Executive becomes eligible for to receive substantially similar coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);another employer.
(Fd) full vesting The treatment of each any outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered be determined in accordance with the terms of the Equity Plan and the applicable award agreementagreements; provided, however, provided that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to notwithstanding the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting terms of the equity awards shall not change the time Equity Plan or form of payment for any equity applicable award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.agreements:
Appears in 1 contract
Samples: Employment Agreement (Workiva LLC)
Termination Without Cause or for Good Reason. If prior to the Employeeexpiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment by the Company is terminated hereunder without Cause (x) by the Company other than for Causea termination by reason of death or Disability), or (y) by the Employee for Good Reason, then the Company shall pay or provide the Employee with Executive the Amounts and Benefits and the following:
(i1) an amount equal to the greater of (a) sum of 1.5 times Executive’s then-current Base Salary or (b) the Accrued Benefits; andBase Salary the Executive would have received had he remained employed throughout the remainder of the Term, which shall be payable in full in a lump sum cash payment to be made to the Executive on the date that is thirty (30) days following the Date of Termination;
(ii2) any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Executive on the date that is thirty (30) days following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the Company, if later;
(3) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section 4(b) (“Pro Rata Bonus”). The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated;
(4) subject to the EmployeeExecutive’s continued compliance with timely election of continuation coverage under the obligations in Sections 8Consolidated Omnibus Budget Reconciliation Act of 1985, 9 and 10 hereof:
as amended (A) an amount (the “SeveranceCOBRA”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid with respect to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year group health insurance plans in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice Executive participated immediately prior to the CompanyDate of Termination (“COBRA Continuation Coverage”), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide pay the Employee cost of COBRA Continuation Coverage for the Executive and the Employee’s his eligible dependents with coverage under its group health plans at until the same levels and earliest of (a) the same cost to Executive or his eligible dependents, as the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to case may be, exempt from ceasing to be eligible under COBRA (or any COBRA-like benefits provided under applicable state law) and (b) eighteen (18) months following the application Date of Section 409A of Termination, (the Code benefits provided under Treasury Regulation Section 409A-1(a)(5this sub-section (4), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity VestingMedical Continuation Benefits”); and
(H5) in any unvested portion of the event the termination occurs prior to January 1, 2018, the Restricted Stock Bonus, payable in a single lump sum Award shall accelerate and become fully vested on the First Payroll DateDate of Termination and the shares covered by the Restricted Stock Award shall be distributed to the Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions).
Appears in 1 contract
Samples: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If In the Employeeevent of a termination of Executive’s employment by the Company is terminated (x) without Cause or a termination by the Company other than for Cause, or (y) by the Employee Executive of Executive’s employment for Good ReasonReason in either such case during the Employment Period, the Company shall pay to Executive (or, following Executive’s death, Executive’s beneficiaries) any accrued and unpaid Base Salary and vacation earned through the Date of Termination, plus, as liquidated damages in respect of claims based on provisions of this Agreement and provided that Executive executes and delivers a general release of all claims in substantially the form set forth as Exhibit A to this Agreement, which release shall not have been revoked, (x) an amount, payable in one lump sum during the fiscal year after the Date of Termination on or provide about the Employee with same time as other senior executives receive their annual incentive bonus from the following:
(i) Company for the Accrued Benefits; and
(ii) subject fiscal year of the Company that includes the Date of Termination, equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
product of (A) an amount Executive’s annual cash bonuses for the fiscal year which includes the Date of Termination as determined in accordance with Sections 4(a) and 4(b), and (B) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, plus, (y) continued payment of his Base Salary for the greater of the balance of the Initial Term or 12 months (the “SeveranceSeverance Period”), which shall be payable in installments on the Company’s regular payroll dates, plus, (z) a series of lump sum payments, payable each fiscal year of the Company beginning with the fiscal year of the Company after the Date of Termination and ending with the final lump sum payment in the fiscal year of the Company after the fiscal year that includes the last day of the Severance Period on or about the same time as other senior executives receive their annual incentive bonus from the Company for each applicable fiscal year of the Company, for each fiscal year (or part thereof) during the Severance Period, with the amount of such lump sum payment equal with respect to each fiscal year to the annual cash bonuses for each such fiscal year determined in accordance with Sections 4(a) and 4(b) as if Executive were employed through the end of the Severance Period except that Executive’s cash bonus opportunity shall be the same as the opportunity he had in the fiscal year prior to the fiscal year that includes the Date of Termination and the amount of such annual cash bonuses for each such fiscal year shall be determined as if performance targets with respect to each such fiscal year were satisfied to the same extent such performance targets were satisfied during the year prior to the year that includes the Executive’s Date of Termination (with any bonuses for any partial fiscal year in the Severance Period determined as equal to the Multiplier product of (A) Executive’s annual cash bonuses for the applicable fiscal year determined as defined belowprovided above in this subclause (z) times the Base Salary (disregarding any reduction in Base Salary at any timeof this Section 7(e)(i), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
and (B) an amount (a fraction, the “Bonus Severance”) numerator of which is equal to the Multiplier times number of days in such partial fiscal year after the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 Date of the calendar year following the calendar year in which the date of termination occurs;
(E) Termination and during the period commencing on Severance Period, and the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (denominator of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award365); provided, however, that in the event such termination of employment occurs within one year following any such award intended Sale (as defined in the Securityholders Agreement), any payments to be exempt from Code which Executive is entitled under this Section 409A as a “short-term deferral” 7(e)(i) shall be distributed to payable in one lump sum on the Employee within such time as is required for such equity award to constitute a “short-term deferral”; providedseventh day after the Date of Termination, furtherassuming, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code subclause (x) of this Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”7(e)(i);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to all performance targets for the Employee within such time as is required for such equity award to constitute a “short-term deferral”; providedyear including the Date of Termination were satisfied and, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of subclause (z) of this Section 7(e)(i), that the size of the management bonus pool was the same as immediately prior to the Sale. Notwithstanding anything to the contrary contained herein, if the timing of any or all of the payments or the continued provision of any benefits under this Section 7(e) or any other provision of this Agreement are subject to the special timing rule contained in sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the Internal Revenue Code Section 409A of 1986 (such vesting being hereinafter referred to as amended, the “Accelerated Performance Equity VestingCode”); and
(H) in , such payments or provision that Executive would otherwise be entitled to receive during the event first six months after termination of employment shall be accumulated and paid or provided on the first business day after the six month anniversary of termination occurs prior to January 1, 2018, the Stock Bonus, payable of employment in a single lump sum on or in such other manner as permitted under section 409A of the First Payroll DateCode or the regulations thereunder without payment of any additional taxes thereunder.
Appears in 1 contract
Samples: Employment Agreement (Insight Communications Co Inc)
Termination Without Cause or for Good Reason. If the EmployeeExecutive’s employment is terminated by the Company is terminated (x) without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company shall pay or provide Company, the Employee with the followingbenefits provided below:
(i) the Accrued Benefits; andCompany shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination;
(ii) subject Executive shall be entitled to receive severance pay in an amount equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereofsum of:
(A) an amount (the “Severance”) equal Executive’s monthly base salary as in effect immediately prior to the Multiplier date of termination for the twelve (as defined below12) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day month period following the date of termination, payable over the twelve (12) month period commencing on the date of termination (such payroll datein equal monthly installments, the “First Payroll Date”);plus
(B) an amount (the “Bonus Severance”) equal to Executive’s Bonus for the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occursoccurs prorated for the period during such year Executive was employed prior to the date of termination, payable over the twelve (12) month period commencing on the date of termination in equal monthly installments;
(Eiii) during for the period commencing beginning on the date of termination and ending on the earlier of date which is twelve (i12) the twenty-four (24) month anniversary of full months following the date of termination or (ii) or, if earlier, the date on which the Employee becomes applicable continuation period under COBRA expires), (1) reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible for coverage dependents who were covered under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on of the date of termination, Executive’s termination (provided that (1) if any plan Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to which such benefits are provided is notCOBRA, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Awardhis or her election of such coverage and his or her timely payment of premiums), and (2) pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed Executive and/or such dependents were receiving such benefits prior to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting date of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)Executive’s termination; and
(Hiv) in Executive shall be entitled to executive-level outplacement services at the event Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateCompany.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any time), calendar year that expired prior to termination of employment and (y) two times (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and ending Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and
(iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the New Plan) and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 days after the date termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees New Plan shall be governed thereby and with respect to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company other future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any time), calendar year that expired prior to termination of employment and (y) two times (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and ending Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and
(iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 days after the date termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO Agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If the EmployeeThe Board may terminate Executive’s employment by hereunder at any time during the Company is terminated (x) by the Company Term for any reason other than for Cause, or “cause” (yas defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Employee for Good ReasonCompany at least ten (10) days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay or provide to Executive all salary and bonuses accrued up to and including the Employee with the following:
date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date material breach of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to this Agreement by the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan assignment of Executive without their consent to a position, responsibilities or duties of a subsequent employer materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B iii) any reduction of the Code and Annual Salary without Executive’s consent. In addition, in the regulations thereunderevent of such termination without cause or for good reason, the Company shall continue have the following duties:
1. The Company shall pay to provide Executive a severance payment in an amount equal to six (6) months of the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost salary then payable to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect Executive pursuant to Section III.A hereof on the date of termination, provided that but not more than the Salary left to be paid during the remainder of the Term (1) if any plan pursuant to which such benefits are provided is notthe “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or ceases prior to at such other intervals as may be established for the expiration Company’s customary pay schedule, at the annual rate of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee Executive’s Salary on the date of termination (including without limitation termination. In the Promotion Restricted Stock Award); providedevent that the company undergoes a Change of Control and the new controlling person or new management terminates Executives, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” Executive shall be distributed entitled to the Employee within such time as is required an additional six (6) months (for such equity award a total of twelve (12) months) Severance Payment;
2. The Company shall pay to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified Executive all deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred , if any, owed to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of Executive, under any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable other agreement in a single lump sum on payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the First Payroll Date.Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans;
3. All outstanding stock options allocated to Executive which have not been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be withdrawn, notwithstanding the terms applicable to stock options granted under the Company’s applicable equity compensation plan; and
4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of this Agreement following the date of termination under this Section V.X.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the EmployeeExecutive’s employment by the Company is terminated (xshall terminate without Cause pursuant to Subsection 6(a)(v) by the Company other than for Causeabove, or (y) by the Employee for Good ReasonReason pursuant to Section 6(a)(iv) above, the Company shall pay or provide the Employee with the followingshall:
(i) the Accrued Benefits; and
(ii) subject pay to the Employee’s Executive, following the Date of Termination, an amount equal to the Annual Base Salary that the Executive would have been entitled to receive had he continued compliance with his employment hereunder for a period of 2 years (the obligations in Sections 8“Severance Period”), 9 and 10 hereofsuch payment to be made as follows:
(A) an amount (the “Severance”) equal if, within 18 months prior to the Multiplier (as defined below) times Date of Termination, no Corporate Transaction has occurred, then the Annual Base Salary (disregarding any reduction amounts for the Severance Period shall be paid over the duration of the Severance Period in Base Salary at any time), payable in a single lump sum on accordance with the first Company’s regular payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);practice for salaried employees; or
(B) an amount (the “Bonus Severance”) equal if, within 18 months prior to the Multiplier times Date of Termination, a Corporate Transaction has occurred, then the Target Bonus (disregarding any reduction Annual Base Salary amounts for the Severance Period shall be paid, at the Executive’s election, either in a lump sum within 30 days following the Date of Termination, or in the Target Bonus at any time), payable in a single lump sum on the First Payroll Datemanner specified by Subsection 7(a)(i)(A) above;
(Cii) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid pay to the Company’s senior executives generally Executive a prorated Discretionary Bonus for such calendar year, but no later than March 15 that portion of the calendar year following the calendar year in which the date Date of termination occurs;
Termination occurred during which the Executive was employed by the Company (E) during i.e., the period commencing on the date January 1 of termination such year and ending on the earlier Date of (i) Termination), calculated at the twenty-four (24) month anniversary higher of the date of termination target bonus or (ii) the date on which bonus payable upon actual results in accordance with the Employee becomes eligible for coverage Bonus Plan, such payment to be made at the time bonuses are generally payable under the group health plan terms of a subsequent employer the Bonus Plan; and
(of which eligibility the Employee hereby agrees to give prompt notice iii) pay to the Company)Executive, subject to following the Employee’s valid election to continue healthcare coverage under Section 4980B Date of Termination, a Discretionary Bonus for the Severance Period, consisting for each year of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date Severance Period of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy the Executive’s target bonus for the calendar year immediately preceding the Date of Termination, such payments to be made as follows:
(A) if, within 18 months prior to the Date of Termination, no Corporate Transaction has occurred, then the Discretionary Bonus shall thereafter be paid pro rata on a monthly basis over the duration of the Severance Period; or,
(B) if, within 18 months prior to the Employee in substantially equal monthly installments over Date of Termination, a Corporate Transaction has occurred, then the continuation coverage period (or Discretionary Bonus for all portions of the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” Severance Period shall be distributed to paid, at the Employee Executive’s election, either within such time as is required for such equity award to constitute a “short-term deferral”; provided30 days following the Date of Termination, further, however, or in the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(Gmanner specified by Subsection 7(a)(iii)(A) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)above; and
(Hiv) continue, for the remainder of the Severance Period, the Executive’s coverage under all Company welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, at the same premium cost, and at the same coverage level, as in effect immediately preceding the Date of Termination. However, in the event the termination occurs prior premium cost shall change for all employees of the Company, or for management employees with respect to January 1, 2018supplemental benefits, the Stock Bonus, payable cost shall change for the Executive in a single lump sum on corresponding manner. The payments required by Subsections 7(a)(i), 7(a)(ii), and, 7(a)(iii) above shall be in lieu of any payments to which the First Payroll DateExecutive would otherwise be entitled under the Company’s general severance policy pertaining to reductions in force.
Appears in 1 contract
Samples: Employment Agreement (United Defense Industries Inc)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any timecalendar year that expired prior to termination of employment and (y),
(A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and ending Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and
(iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the New Plan) and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 days after the date termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO Agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm (i) Executive’s employment by the Company is terminated (xwithin the meaning of Section 4.8 hereof) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (yii) Executive’s employment is terminated by the Employee Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject Executive a lump-sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive’s then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Bonus SeveranceAverage Bonus”) and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary plus (B) an amount equal to the Multiplier times Average Bonus. The portion of the Target Bonus (disregarding any reduction lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Yearaccordance with Company’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum regular payroll practices – to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one-month period set forth in the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.
(2) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and ending his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.
(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 calendar days after the date termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any time), calendar year that expired prior to termination of employment and (y) three times (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided WSJ is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)published; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed if the Executive is entitled to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; providedlump sum payment set forth in the preceding sentence, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, by written notice to the extent outstanding) delivered Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the applicable award agreement; providedCompany's regular payroll practices during the relevant period following termination, howeveras applicable, that any rather than as part of such award intended to lump sum payment, in which event, such periodic payments of Base Salary shall not be exempt from Code Section 409A discounted as a “short-term deferral” provided in this sentence;
(ii) Executive shall be distributed entitled to continue, for three years, to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the Employee within such time as is required extent Company was paying for such equity award benefits to constitute a “short-term deferral”; provided, further, however, Executive and Executive's spouse and dependents at the accelerated vesting time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (period, if any, during which Company paid such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)expense; and
(Hiii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant (other than those issued pursuant to the event New Plan) and stock option granted to Executive before, on or after the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum date hereof shall become immediately vested and exercisable on the First Payroll Datedate of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or terms under which they may be granted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If In the Employee’s event of a termination of employment by the Company is terminated without Cause (x) by the Company and other than for Cause, by reason of Executive’s death or (yIncapacity) or by the Employee Executive for Good Reason, and conditioned upon Executive’s execution of a full release of claims in a form acceptable to Company without revocation, Executive shall be entitled to receive the Company shall pay or provide following items (the Employee with the following“Severance Package”), in lieu of any other compensation and benefits whatsoever:
(ia) Continuation of Base Salary and benefits through the Accrued Benefits; andeffective date of termination;
(iib) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Continued payment of Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following from the date of termination for one year, with such payments to begin on the first regular payday after the revocation period in the release executed by Executive expires (the first payment will include amounts attributable to payroll periods occurring prior to such payroll date, the “First Payroll Date”);
(Bc) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction Continued participation in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for group medical plan pursuant to COBRA and conditioned upon Executive’s timely election of continuation of benefits such calendar year, but no later that Company either will reimburse Executive or directly pay premium amounts such that Executive will not pay any premiums greater than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on he would have paid had he remained actively employed with Company until the earlier of (i) the twenty-four (24) month anniversary last day of the date month in which payment of termination or Executive’s Base Salary set forth in Section 2.5(b) above expires, and (ii) the date on which the Employee Executive first becomes eligible for coverage under the any other employer’s group health medical plan following termination of a subsequent employer (employment, irrespective of which eligibility the Employee hereby whether Executive actually enrolls in such group plan. Executive agrees to give prompt Company written notice to the Company)of his eligibility for such group plan, subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on including the date of terminationhis eligibility, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases no later than five business days prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (obtaining such coverage being hereinafter referred to as the “Health Benefits Continuation”)eligibility;
(Fd) full vesting Payment of each outstanding Company equity and/or long-term incentive award that vests solely based on any unpaid bonus set forth in Section 1.3(b) of this Agreement for the passage of time held by calendar year immediately preceding the Employee on year in which his employment termination occurs and, with respect to the date of termination (including without limitation 2014 calendar year only, the Promotion Restricted Stock Award); provided, however, that any such award intended minimum bonus set forth therein. Such amounts to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change paid at the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred Company pays bonuses to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)its other executives; and
(He) in Immediate vesting as of the event the employment termination occurs date of that unvested portion of any Restricted Shares or Stock Options awarded to Executive prior to January 1the employment termination date pursuant to the LTIP that would have vested had Executive remained employed with Company, 2018, with the Stock Bonus, payable in a single lump sum on the First Payroll Dateresult that such portions of such awards are immediately and fully exercisable.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm (i) Executive’s employment by the Company is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to the greater of (x) by Executive’s then current Base Salary through the Company other than for Cause, or end of the Term and (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
two times (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive’s then current annual Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Bonus SeveranceAverage Bonus”) equal ). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one-month period set forth in the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible WSJ is published.
(2) Executive shall be entitled to continue, for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to receive at Company’s expense medical benefits coverage under the group health plan of a subsequent employer for Executive and his spouse and dependents (of which eligibility the Employee hereby agrees to give prompt notice if any) if and to the Company)extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, subject if any, during which Company paid such expense.
(3) Anything to the Employee’s valid election contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to continue healthcare coverage under Section 4980B of Executive before, on or after the Code date hereof shall become immediately vested and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect exercisable on the date of such termination, provided that (1) if any plan pursuant and, with respect to which each outstanding NQSO granted to Executive before, on or after the date hereof, such benefits are provided is notNQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or ceases prior to after the expiration date hereof shall be governed by the terms of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award relevant ISO agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If the EmployeeExecutive’s employment is terminated by the Company is terminated (x) by without Cause or if the Company other than for Cause, or (y) by the Employee Executive terminates his employment hereunder for Good Reason, and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Employee with the followingExecutive, subject to Section 19:
(i) a single lump sum cash payment within five (5) business days following the Accrued Benefits; andexpiration of such revocation period equal to the Executive’s then current Base Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid as of the date of termination for any previously completed fiscal year or performance period, and a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Executive’s pro rata incentive compensation will be determined by multiplying the target amount payable under all outstanding incentive awards multiplied (for each award) by a fraction, the numerator of which is the number of days that have elapsed in the period to which such award relates through the Termination, and the denominator of which is the total number of days in the period;
(ii) subject a single lump sum cash payment within five (5) business days following the expiration of such revocation period equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereofgreater of:
(A) the Executive’s Severance Pay, which shall equal the sum of the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or
(B) three (3) times the sum of (x) Executive’s Base Pay plus (y) target annual incentive compensation for the year prior to the year in which such Termination occurs; plus
(iii) a single lump sum cash payment within five (5) business days following the expiration of such revocation period equal to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight line annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which he would have accrued under the terms of the Retirement Plans (without regard to any amendment to such Retirement Plans or other pension benefit program described herein), determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) thirty-six (36) additional months (or, if greater, the number of months remaining in the Term) of service credit thereunder at his highest annual pensionable compensation (as determined pursuant to the terms of the Retirement Plans) during any calendar year for the five (5) years immediately preceding the year in which the Termination Date occurs, over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of the Retirement Plans. For purposes of this subsection, “actuarial equivalent” shall be determined using all of the same mortality, interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the Retirement Plan.
(iv) for thirty-six (36) months following his Termination Date, the Company shall arrange to provide Executive with life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s eligible dependents were entitled immediately prior to his Termination. Any benefit elections pertaining to Executive during the thirty-six (36) month period shall be consistent with the elections in effect for Executive immediately prior to his Termination. If and to the extent that any benefit described in this subsection 5(a)(iv) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to Executive and Executive’s covered dependents, of such benefits along with, in the case of any benefits described in this subsection 5(a) (iv) that is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any affiliated employer, an additional amount (the “SeveranceTax Payment”) such that after payment by Executive or Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to the Multiplier such taxes; provided, however, that such benefit must have been non-taxable to Executive during his employment or (as defined belowii) times the Base Salary (disregarding any reduction such benefit must have been taxable to Executive during his active employment but Executive must have been reimbursed for all taxes so imposed. The Tax Payment shall be paid in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year quarter following the calendar year in to which it pertains. Notwithstanding the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary foregoing, or any other provision of the date Company’s health insurance plan, for purposes of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of determining the period of continuation coverage to be, exempt from the application which Executive or any of his dependents is entitled pursuant to Section 409A 4980B of the Code under Treasury Regulation Section 409A-1(a)(5the Company’s medical, dental and other group health plans, or successor plans, Executive’s “qualifying event” will be the termination of the 36-month period described herein. Benefits otherwise receivable by Executive or his eligible dependents pursuant to this subsection 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by Executive and his eligible dependents during the remainder of such period following Executive’s Termination, and any such benefits actually received by Executive and his eligible dependents shall be reported to the Company;
(v) following the end of the period specified in subsection 5(a)(iv), or (2) the Company is otherwise unable shall arrange to continue provide medical and life insurance coverages to cover Executive and his spouse for their lifetimes, and Executive’s dependent children until they cease to be eligible as “dependents” under the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 terms of the Public Health Service Act Company’s plans as in effect at the time of Executive’s termination (e.g., as a result of reaching age 19) substantially equivalent (taking into account Medicare benefits to which they may become entitled) to those provided to Executive, his spouse and dependents under the Company’s employee plans based on Executive’s elections in effect immediately preceding his Termination, and at a cost to Executive, his spouse and dependent children not greater that the costs pertaining to them as in effect immediately prior to Executive’s Termination. Benefits otherwise receivable by Executive or his dependents pursuant to this subsection 5(a)(v) shall be reduced to the Patient Protection extent comparable benefits are actually received by Executive or his dependents, and Affordable Care Actany such benefits actually received by Executive and his dependents shall be reported to the Company; and
(vi) or outplacement services by a firm selected by the Employee would be subject to tax under Section 105(h) Executive, at the expense of the CodeCompany in an amount up to 15% of the Executive’s Base Pay, thenso long as the services are completed prior to the end of the second calendar year following the year in which the Executive’s Termination occurs.
(b) The Executive agrees and acknowledges that in the event that any amounts or benefits become payable pursuant to Section 5(a) on or before December 31, 2007, any claims for such amounts or benefits will be made first against the Trust (as defined in either caseSection 11). Any payments of compensation, pension, severance or other benefits paid from the Trust shall, to the extent thereof, discharge the Company’s obligation to pay such amounts hereunder. If the Trust does not pay such amounts and/or to the extent there are not sufficient assets in the Trust to satisfy such obligations, the remaining balance owing to the Executive will be payable by the Company.
(c) The parties acknowledge the following terms of the Prior Agreement, which shall be an obligation of Xxxxxx:
(i) Notwithstanding any provision in the Award Agreement or this Section 5, all restricted stock units granted to the Executive by Xxxxxx prior to the Effective Date which have not otherwise vested shall immediately vest and, within five (5) days after Effective Date, Xxxxxx shall pay to Executive an amount equal to each remaining Company subsidy the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the common stock of Cooper represented by such restricted stock units determined as of the Effective Date. Such cash payment shall thereafter be paid deemed to be in lieu of and in substitution for any right Executive may have to such restricted stock units under the terms of the Award Agreement, and Executive agrees to surrender all restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above.
(ii) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5, all stock options granted to the Employee Executive by Xxxxxx prior to the Effective Date which have not otherwise vested shall be vested and, within five (5) business days after the Effective Date, Xxxxxx shall pay to Executive in substantially cash an amount equal monthly installments over to the continuation coverage period aggregate of the difference between the exercise price of each stock option granted to Executive prior to the Effective Date, and the fair market value (or the remaining portion thereof) (such coverage being hereinafter referred to computed as the “Health Benefits Continuation”);
(F) full vesting average of each outstanding Company equity and/or long-term incentive award that vests solely based the high and low trades reported on the passage New York Stock Exchange) of time held by the Employee on common stock subject to the date related option, determined as of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended Effective Date. Such cash payment shall be deemed to be exempt from Code Section 409A as in lieu of and in substitution for any right Executive may have to exercise such stock option or a “short-term deferral” shall be distributed to related stock appreciation right under the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting terms of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (relevant stock option plan describing such vesting rights, and Executive agrees to surrender all stock options and related stock appreciation rights being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs cashed out hereunder prior to January 1, 2018, receiving the Stock Bonus, payable in a single lump sum on the First Payroll Datecash payment described above.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Without Cause or for Good Reason. If In the Employee’s employment event of a termination by the Company is terminated (x) Corporation without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company Executive shall pay or provide be entitled to receive the Employee Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, Section 9, Section 10, Section 11 and Section 14 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form attached hereto (the “Release”) and such Release becoming effective within the applicable time period set forth in the Release, (the “Release Execution Period”), the Executive shall be entitled to receive the following:
(a) a lump sum payment equal to one (1) times the Executive’s Base Salary, less customary and required taxes and employment-related deductions, which shall be paid with regular payroll within thirty (30) calendar days following the Termination Date; and
(b) upon determination by the Corporation’s Board of Directors or Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant a bonus, and if such bonus is granted, the amount, form and payment schedule. For the avoidance of doubt, Executive shall not be entitled to any bonus solely for reason of termination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive.
(c) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the Accrued Benefitsthree-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.4(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.4(c) in a manner as is necessary to comply with the ACA.
(d) Consistent with the terms of any equity incentive plan of the Company, as approved by the stockholders, as applicable:
(i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for a period of twelve (12) months from the Termination Date; and
(ii) subject all outstanding performance-based equity compensation awards granted to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) Executive during the period commencing on the date Term of termination Employment shall remain outstanding and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination shall vest or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered forfeited in accordance with the terms of the applicable award agreement; providedagreements, however, that any if the applicable performance goals are satisfied. The determination whether such award intended to be exempt from Code Section 409A as a “short-term deferral” performance goals are satisfied shall be distributed to in the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting sole discretion of the equity awards shall not change Compensation Committee or the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to Board, as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datecase may be.
Appears in 1 contract
Samples: Employment Agreement (Sonoma Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If the Employee’s Executive's employment is terminated by the Company is terminated (x) without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 Executive will be entitled to: payment of all accrued and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base unpaid Annual Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following and accrued but unused vacation days through the date of termination such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (such payroll dateand, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid extent covered immediately prior to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on termination, his spouse and dependents), at the date of termination and ending on same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the twentyend of the Severance Period, or (ii) Executive's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-four (24) month anniversary twelfth of his Annual Salary as of the date of such termination, plus (ii) one-twelfth the Average Annual Bonus, plus (iii) the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the fiscal year of termination, which bonus will be determined by multiplying the Annual Bonus opportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, times (ii) a fraction, the numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, and the denominator of which will 365. Such pro-rata Annual Bonus will be paid within thirty (30) days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the time remaining until the Expiration Date, or (ii) the date on remainder of the fiscal year in which the Employee becomes eligible for coverage under the group health plan such termination occurs; and with respect to any options then held by Executive to purchase capital stock of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B extension of the Code and post-termination exercise period of such options to 90 days following the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration end of the period of continuation coverage to be, exempt from the application of Severance Period. The severance benefits described in this Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter 6.1 will be paid in lieu of and not in addition to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held any other severance arrangement maintained by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateCompany.
Appears in 1 contract
Samples: Employment Agreement (Oao Technology Solutions Inc)
Termination Without Cause or for Good Reason. If the EmployeeThe Board may terminate Executive’s employment by hereunder at any time during the Company is terminated (x) by the Company Term for any reason other than for Cause, or “cause” (yas defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Employee for Good ReasonCompany at least ten (10) days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay or provide to Executive all salary and bonuses accrued up to and including the Employee with the following:
date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date material breach of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to this Agreement by the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan assignment of Executive without his consent to a position, responsibilities or duties of a subsequent employer materially lesser status or degree of responsibility than his position, responsibilities, or duties as stated in this Agreement, or (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B iii) any reduction of the Code and Annual Salary without Executive’s consent. In addition, in the regulations thereunderevent of such termination without cause or for good reason (except in connection with Section V.F., below), the Company shall continue have the following duties:
1. The Company shall pay to provide Executive a severance payment in an amount equal to twelve (12) months of the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost salary then payable to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect Executive pursuant to Section III.A hereof on the date of termination, provided that but not more than the Salary left to be paid during the remainder of the Term (1) if any plan pursuant to which such benefits are provided is notthe “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or ceases prior to at such other intervals as may be established for the expiration Company’s customary pay schedule, at the annual rate of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee Executive’s Salary on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended termination;
2. The Company shall pay to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified Executive all deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred , if any, owed to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of Executive, under any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable other agreement in a single lump sum on payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the First Payroll Date.Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans;
3. All outstanding stock options allocated to Executive which have not vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall vest immediately to Executive, provided that such options shall be subject to the terms and conditions of the Company’s equity compensation plan(s) and their various grants, as applicable; and
4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of this Agreement following the date of termination under this Section V.D.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Employee(a) Executive’s employment hereunder may be terminated by the Executive for Good Reason or by Company is terminated (x) by the Company other than for without Cause, upon 30 days’ written notice. Company, in its discretion, may pay Executive’s salary in lieu of all or part of the notice period. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 5 and Section 7 of this Agreement and execution of a release in favor of Company in substantially the form attached hereto as Annex A (y) by the Employee for Good Reason“Release”), the Company shall pay or provide the Employee with Executive will be entitled to receive the following:
(i) A lump sum payment, which will be paid within 30 days following the Accrued Benefits; andeffective date of the Release, equal to two times the sum of Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs.
(ii) subject With respect to the Employee’s continued compliance with fiscal year in which the obligations in Sections 8Termination Date occurs, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times Annual Bonus last paid to Executive, prorated for the Base Salary (disregarding any reduction number of calendar days worked in Base Salary at any time)the year in which the Termination Date occurs, payable in a single lump sum payment concurrent with the payment of the amounts due under Section 4.2(a)(i).
(iii) Subject to Executive’s timely election to continue benefits under COBRA, Company will reimburse Executive the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to Executive on the first payroll date occurring on or after tenth day of the sixtieth (60th) day month immediately following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year month in which Executive timely remits the date of termination occurs;
(E) during premium payment. Executive will be eligible to receive such reimbursement until the period commencing on the date of termination and ending on the earlier of earliest of: (i) the twenty18-four (24) month anniversary of the date of termination or Termination Date; (ii) the date Executive is no longer eligible to receive COBRA coverage; and (iii) the date on which the Employee Executive becomes eligible for to receive substantially similar coverage under from another employer.
(iv) The treatment of any outstanding equity awards will be determined in accordance with the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, applicable Equity Documents; provided that (1) if notwithstanding the terms of such Equity Documents, all underlying outstanding unvested stock or equity unit options, appreciation rights, stock appreciation rights and any plan pursuant to which other equity-based compensation awards thereunder shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or payment of such benefits awards that are provided is not, or ceases prior to set forth in the expiration of the period of continuation coverage to be, exempt from the application of applicable award agreement and that are required under Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, shall remain in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dateeffect.
Appears in 1 contract
Samples: Employment Agreement (Workiva Inc)
Termination Without Cause or for Good Reason. If the Employee’s employment this Agreement is terminated by the Company is terminated (x) without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, then the Company shall will pay or provide the Employee with the following:
Executive (i) all accrued, but unpaid, wages through the Accrued Benefitstermination date, based on the Executive’s then current Base Salary; and
(ii) subject all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the Employee’s continued compliance extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 policies within ten (10) business days of the calendar year following Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the calendar year Executive is participating in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company)’s group medical, subject vision and dental plan immediately prior to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (1or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) if any plan pursuant to which such benefits are provided is notprovide medical, or ceases prior vision and dental insurance to the expiration of Executive and his dependents in the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on month immediately preceding the date of termination (including without limitation the Promotion Restricted Stock Award)termination; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” the Executive or the Executive’s eligible dependents shall be distributed solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the Employee amounts listed in this Section 7.4 shall be made by the Company within such time as is required for such equity award to constitute a “short-term deferral”; providedthirty (30) days of the Executive’s termination date, further, howeverwith the payment date determined by the Company in its sole discretion. In addition, the accelerated vesting Company will pay the Executive a separation payment equal to one and one-half times (1.5x) the Executive’s then current Base Salary. Payment of the equity awards separation payment shall not change begin on the time or form of first regular payroll payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A date occurring after the thirtieth (such vesting being hereinafter referred to as 30th) day following the Executive’s termination date (the “Accelerated Time Equity VestingSeverance Delay Period”);
) and will be paid over a period of eighteen (G18) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement; providedagreement regarding such units. Except as set forth in this Section 7.4, howeverSection 10.2(e) and Section 11, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” the Company shall be distributed have no other obligations to the Employee within such time as is required for such equity award to constitute a “short-term deferral”Executive under this Agreement; provided, further, however, the accelerated vesting of Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the equity awards shall Executive is subject, including, but not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018limited to, the Stock Bonusobligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, payable in a single lump sum on the First Payroll Dateas provided herein.
Appears in 1 contract
Samples: Employment Agreement (Trade Street Residential, Inc.)
Termination Without Cause or for Good Reason. (a) If the EmployeeExecutive’s employment is terminated by the Company is terminated (x) by without Cause or if the Company other than for Cause, or (y) by the Employee Executive terminates his employment hereunder for Good Reason, and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Employee with the followingExecutive, subject to Section 19:
(i) a single lump sum cash payment within 30 days following the Accrued Benefits; andTermination Date equal to the Executive’s then current Base Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid as of the date of termination for any previously completed fiscal year or performance period, and a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Executive’s pro rata incentive compensation will be determined by multiplying the target amount payable under all outstanding incentive awards multiplied (for each award) by a fraction, the numerator of which is the number of days that have elapsed in the period to which such award relates through the Termination, and the denominator of which is the total number of days in the period;
(ii) subject a single lump sum cash payment six months following the Termination Date equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereofgreater of:
(A) the Executive’s Severance Pay, which shall equal the sum of the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or
(B) three (3) times the sum of (x) Executive’s Base Pay plus (y) target annual incentive compensation for the year prior to the year in which such Termination occurs; plus
(iii) a single lump sum cash payment six months following the Termination Date equal to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight line annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which he would have accrued under the terms of the Retirement Plans (without regard to any amendment to such Retirement Plans or other pension benefit program described herein), determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) thirty-six (36) additional months (or, if greater, the number of months remaining in the Term) of service credit thereunder at his highest annual pensionable compensation (as determined pursuant to the terms of the Retirement Plans) during any calendar year for the five (5) years immediately preceding the year in which the Termination Date occurs, over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of the Retirement Plans. For purposes of this subsection, “actuarial equivalent” shall be determined using all of the same mortality, interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the Retirement Plan.
(iv) for thirty-six (36) months following his Termination Date, the Company shall arrange to provide Executive with life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s eligible dependents were entitled immediately prior to his Termination. Any benefit elections pertaining to Executive during the thirty-six (36) month period shall be consistent with the elections in effect for Executive immediately prior to his Termination. If and to the extent that any benefit described in this subsection 5(a)(iv) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to Executive and Executive’s covered dependents, of such benefits along with, in the case of any benefits described in this subsection 5(a) (iv) that is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any affiliated employer, an additional amount (the “SeveranceTax Payment”) such that after payment by Executive or Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to the Multiplier such taxes; provided, however, that such benefit must have been non-taxable to Executive during his employment or (as defined belowii) times the Base Salary (disregarding any reduction such benefit must have been taxable to Executive during his active employment but Executive must have been reimbursed for all taxes so imposed. The Tax Payment shall be paid in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year quarter following the calendar year in to which it pertains. Notwithstanding the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary foregoing, or any other provision of the date Company’s health insurance plan, for purposes of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of determining the period of continuation coverage to be, exempt from the application which Executive or any of his dependents is entitled pursuant to Section 409A 4980B of the Code under Treasury Regulation Section 409A-1(a)(5)the Company’s medical, dental and other group health plans, or (2) successor plans, Executive’s “qualifying event” will be the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 termination of the Public Health Service Act 36-month period described herein. Benefits otherwise receivable by Executive or the Patient Protection and Affordable Care Acthis eligible dependents pursuant to this subsection 5(a)(iv) or the Employee would shall be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid reduced to the Employee in substantially equal monthly installments over extent comparable benefits are actually received by Executive and his eligible dependents during the continuation coverage remainder of such period (or following Executive’s Termination, and any such benefits actually received by Executive and his eligible dependents shall be reported to the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”)Company;
(Fv) full vesting following the end of each outstanding the period specified in subsection 5(a)(iv), the Company equity and/or long-term incentive award that vests solely shall arrange to provide medical and life insurance coverages to Executive and his spouse for their lifetimes, and Executive’s dependent children until they cease to be eligible as “dependents” under the terms of the Company’s plans as in effect at the time of Executive’s termination (e.g., as a result of reaching age 19) substantially equivalent (taking into account Medicare benefits to which they may become entitled) to those provided to Executive, his spouse and dependents under the Company’s employee plans based on Executive’s elections in effect immediately preceding his Termination, and at a cost to Executive, his spouse and dependent children not greater that the passage of time held costs pertaining to them as in effect immediately prior to Executive’s Termination. Benefits otherwise receivable by Executive or his dependents pursuant to this subsection 5(a)(v) shall be reduced to the extent comparable benefits are actually received by Executive or his dependents, and any such benefits actually received by Executive and his dependents shall be reported to the Company; and
(vi) outplacement services by a firm selected by the Employee on Executive, at the date expense of termination the Company in an amount up to 15% of the Executive’s Base Pay, so long as the services are completed prior to the end of the second calendar year following the year in which the Executive’s Termination occurs.
(including without limitation b) The Executive agrees and acknowledges that in the Promotion Restricted Stock Award); provided, however, event that any such award intended amounts or benefits become payable pursuant to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required 5(a) on or before December 31, 2007, any claims for such equity award to constitute a “short-term deferral”; providedamounts or benefits will be made first against the Trust (as defined in Section 11). Any payments of compensation, furtherpension, however, severance or other benefits paid from the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share AwardTrust shall, to the extent outstanding) delivered in accordance with thereof, discharge the applicable award agreement; provided, however, that any Company’s obligation to pay such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed amounts hereunder. If the Trust does not pay such amounts and/or to the Employee within extent there are not sufficient assets in the Trust to satisfy such time as is required for such equity award to constitute a “short-term deferral”; provided, further, howeverobligations, the accelerated vesting of remaining balance owing to the equity awards shall not change Executive will be payable by the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateCompany.
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Without Cause or for Good Reason. If prior to the Employeeexpiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment by the Company is terminated hereunder without Cause (x) by the Company other than for Causea termination by reason of death or Disability), or (y) by the Employee for Good Reason, then the Company shall pay or provide the Employee with Executive the Amounts and Benefits and the following:
(i1) an amount equal to the Accrued Benefits; andBase Salary the Executive would have received had he remained employed throughout the remainder of the Term, which shall be payable in full in a lump sum cash payment to be made to the Executive on the date that is thirty (30) days following the Date of Termination;
(ii2) any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Executive on the date that is thirty (30) days following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the Company, if later;
(3) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section 4(b) (“Pro Rata Bonus”). The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated;
(4) subject to the EmployeeExecutive’s continued compliance with timely election of continuation coverage under the obligations in Sections 8Consolidated Omnibus Budget Reconciliation Act of 1985, 9 and 10 hereof:
as amended (A) an amount (the “SeveranceCOBRA”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid with respect to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year group health insurance plans in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice Executive participated immediately prior to the CompanyDate of Termination (“COBRA Continuation Coverage”), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide pay the Employee cost of COBRA Continuation Coverage for the Executive and the Employee’s his eligible dependents with coverage under its group health plans at until the same levels and earliest of (a) the same cost to Executive or his eligible dependents, as the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to case may be, exempt from ceasing to be eligible under COBRA (or any COBRA-like benefits provided under applicable state law) and (b) eighteen (18) months following the application Date of Section 409A of Termination, (the Code benefits provided under Treasury Regulation Section 409A-1(a)(5this sub-section (4), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity VestingMedical Continuation Benefits”); and
(H5) in any unvested portion of the event the termination occurs prior to January 1, 2018, the Restricted Stock Bonus, payable in a single lump sum shall accelerate and become fully vested on the First Payroll DateDate of Termination and the shares covered by the Restricted Stock Award shall be distributed to the Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions).
Appears in 1 contract
Samples: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If the EmployeeThe Company may terminate Executive’s employment by hereunder at any time during the Company is terminated (x) by the Company Term for any reason other than for Cause, or “cause” (yas defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Employee for Good ReasonCompany at least ten (10) days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay to Executive all salary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section 4 incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without their consent to a position, responsibilities or provide duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Employee with Annual Salary without Executive’s consent. In addition, in the followingevent of such termination without cause or for good reason, the Company shall have the following duties:
(i) the Accrued Benefits; and
(ii) subject The Company shall pay to the Employee’s continued compliance with the obligations Executive a severance payment in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier six (as defined below6) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 months of the calendar year following the calendar year in which the date of termination occurs;
(Esalary then payable to Executive pursuant to Section 3(a) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect hereof on the date of termination, provided that but not more than the Salary left to be paid during the remainder of the Term (1) if any plan pursuant to which such benefits are provided is notthe “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or ceases prior to at such other intervals as may be established for the expiration Company's customary pay schedule, at the annual rate of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee Executive’s Salary on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”)termination;
(Gii) vesting at “target” of any outstanding The Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, shall pay to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified Executive all deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred , if any, owed to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1Executive, 2018, the Stock Bonus, payable under any other agreement in a single lump sum on payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the First Payroll DateInternal Revenue Code shall be paid in accordance with the terms and provisions of such plans;
(iii) All outstanding stock options allocated to Executive which would have been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be immediately vested, subject to the restrictions that may apply under the law including restrictions applicable to any options granted under the Company’s 2010 Long-Term Incentive Plan; and
(iv) Executive shall no longer be subject to the covenants and agreements not to compete under Section 6 of this Agreement following the date of termination under this Section 5(d).
Appears in 1 contract
Termination Without Cause or for Good Reason. If If, during the Employee’s employment by period commencing on the Company is terminated Effective Date and ending on (xbut including) by the Company other than for Causeone-year anniversary of a Change in Control, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
Executive’s employment is terminated by the Company without Cause (as defined below), or (ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier Executive resigns employment for Good Reason (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any timeeach, a “Qualifying Termination”), payable in a single lump sum on then subject to Section 3 and Section 4 below:
(a) The Company will pay to the first payroll date occurring on or after the sixtieth Executive within thirty (60th30) day following days of the date of termination the Qualifying Termination (or on such payroll dateearlier date as is required by applicable law), (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the date of the Qualifying Termination. In addition, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal Company will pay to the Multiplier times Executive any earned but unpaid annual performance award for the Target Bonus (disregarding any reduction in prior fiscal year at the Target Bonus at any time), time such annual performance awards are payable in a single lump sum on to employees of the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar yearCompany generally, but in no event later than March 15 of the calendar year immediately following the calendar year in which the date of termination Qualifying Termination occurs;.
(Eb) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees The Company will continue to give prompt notice pay to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, thenExecutive, in either caseequal installments in accordance with the Company’s normal payroll practices, an amount equal to each remaining Company subsidy the Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall thereafter be paid mean the Executive’s annual base salary rate in effect immediately prior to the Employee Qualifying Termination or, in substantially equal monthly installments over the continuation coverage period (or event of a resignation for Good Reason as a result of a material diminution in the remaining portion thereof) (such coverage being hereinafter referred 31605/1 Executive’s annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to as the “Health Benefits Continuation”);
(F) full vesting reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of each outstanding Company equity and/or long-term incentive award the Release required by Section 4 hereof, with the first payment to include the amount of all Salary Continuation Payments that vests solely based on the passage of time held by the Employee on would have been paid from the date of termination (including without limitation the Promotion Restricted Stock Award)Qualifying Termination had they commenced as of such date; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior period to January 1consider and, 2018if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the Stock Bonus, payable in a single lump sum first such payment shall be made on the First Payroll Datelater of the first regular payroll date of such second calendar year or the first payroll date following the effectiveness of the Release, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.
Appears in 1 contract
Samples: Executive Severance Agreement (Altair Engineering Inc.)
Termination Without Cause or for Good Reason. If The Employment Term and the EmployeeExecutive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”), the Executive shall be entitled to receive the following:
(a) A lump sum payment, which shall be paid within 30 days following the Termination Date, equal to [SEVERANCE MULTIPLE] times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs.
(b) With respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is terminated the number of days between first day of the calendar year in which the Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.2(a) hereof;
(xc) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the tenth day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer.
(d) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Equity Plan and the applicable award agreements; provided that notwithstanding the terms of the Equity Plan or any applicable award agreements:
(i) all outstanding unvested stock or equity unit options, appreciation units and stock appreciation rights, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;
(ii) all outstanding equity-based compensation awards other than stock options, appreciation units and stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect; and
(iii) all outstanding equity-based compensation awards other than stock or equity unit options, appreciation units and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code (“Section 162(m)”) shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.
(e) Upon any termination of Executive’s employment by the Company other than for Cause, Cause or (y) upon termination by the Employee Executive for Good Reason, the Company Executive shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt be released from the application restrictive covenants set forth in Section 7 of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datethis Agreement.
Appears in 1 contract
Samples: Employment Agreement (Workiva Inc)
Termination Without Cause or for Good Reason. If the EmployeeThe Board may terminate Executive’s employment by hereunder at any time during the Company is terminated (x) by the Company Term for any reason other than for Cause, or “cause” (yas defined above) by giving Executive at least ten (10) days written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Employee for Good ReasonCompany at least ten (10) days written notice. If Executive’s employment is terminated pursuant to the preceding sentence, the Company shall pay or provide to Executive all salary and bonuses accrued up to and including the Employee with the following:
date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date material breach of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to this Agreement by the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan assignment of Executive without his consent to a position, responsibilities or duties of a subsequent employer materially lesser status or degree of responsibility than his position, responsibilities, or duties as stated in this Agreement, or (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B iii) any reduction of the Code and Annual Salary without Executive’s consent. In addition, in the regulations thereunderevent of such termination without cause or for good reason (except in connection with Section V.F., below), the Company shall continue have the following duties:
1. The Company shall pay to provide Executive a severance payment in an amount equal to twelve (12) months of the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost salary then payable to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect Executive pursuant to Section III.A hereof on the date of termination, provided that but not more than the Salary left to be paid during the remainder of the Term (1) if any plan pursuant to which such benefits are provided is notthe “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or ceases prior to at such other intervals as may be established for the expiration Company’s customary pay schedule, at the annual rate of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee Executive’s Salary on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended termination;
2. The Company shall pay to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified Executive all deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred , if any, owed to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of Executive, under any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable other agreement in a single lump sum on payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the First Payroll Date.Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans;
3. All outstanding stock options allocated to Executive which have not been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall vest immediately to Executive, provided that such options shall be subject to the terms and conditions of the Company’s equity compensation plan(s) and their various grants, as applicable; and
4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of this Agreement following the date of termination under this Section V.D.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the EmployeeExecutive’s employment by the Company is terminated (x) by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company shall pay or provide the Employee Executive with the following:
(i) the Accrued Benefits; and;
(ii) a pro rata portion of the Executive’s Annual Bonus for the fiscal year in which the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rated based on the number of days the Executive was employed during such fiscal year, with any earned amounts to be payable at the same time that any Annual Bonus for such fiscal year would have been paid pursuant to Section 4(a);
(iii) subject to the EmployeeExecutive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to pay the Executive the Base Salary at the rate being paid at the termination date, for the earlier of twelve (12) months or until the executive secures other employment equal to or greater than his Base Salary at such time (the “Severance Period”), provided, however, that in the event that Executive obtains other employment which pays the Executive a base salary less than the Base Salary on the termination date, then the payments under this clause (iii) shall immediately become subject to offset by the amount of the base salary and guaranteed compensation, if any, from such other employment; and
(iv) if the Executive makes a timely election of continued health benefit coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will continue to pay the employer portion of the associated monthly premiums during the Severance Period, with Executive responsible to pay the associated employee portion of the monthly premium as directed by the Company in order to be covered by COBRA. Effective the first day of the month following the last date of the Company COBRA subsidy period, Executive will become responsible to pay 100% of the COBRA premium to continue healthcare insurance for the remainder of the applicable COBRA period. Notwithstanding the foregoing, the Company shall not be obligated to provide the Employee and continuation coverage contemplated by this Section 7(d)(iv) if it would result in the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based imposition of excise taxes on the Employee’s elections in effect on Company for failure to comply with the date nondiscrimination requirements of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or Act of 2010, as amended, and the Employee would be subject to tax under Section 105(h) Health Care and Education Reconciliation Act of the Code2010, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid as amended (to the Employee in substantially equal monthly installments over extent applicable). Notwithstanding the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); providedforegoing, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, extent that the accelerated vesting payment of the equity awards shall not change the time or form of payment for any equity award that amount under this Section 7 constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A 409A” (as defined in Section 21 hereof), any such vesting being hereinafter referred payment scheduled to as occur during the “Accelerated Time Equity Vesting”);
first sixty (G60) vesting at “target” days following such termination shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, amount that any such award intended was otherwise scheduled to be exempt from Code paid prior thereto; and Payments and benefits provided in this Section 409A as a “short-term deferral” 7(d) shall be distributed to in lieu of any termination or severance payments or benefits for which the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting Executive may be eligible under any of the equity awards shall not change plans, policies or programs of the time Company or form under the Worker Adjustment Retraining Notification Act of payment for 1988 or any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datesimilar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Employee’s Executive's employment by with the Company is terminated (x) by the Company (other than for Cause, Disability or (ydeath) or by the Employee Executive for Good ReasonReason within twenty-four (24) months following the Change in Control Date, then Executive shall be entitled to the following benefits: (i) the Company shall pay or provide to Executive a lump-sum cash payment on the Employee with Release Effective Date in the following:
aggregate of the following amounts: (i1) an amount equal to (a) [__]1 multiplied by (b) the Accrued Benefitssum of (x) the greater of Executive’s annual Base Salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and
and (2) Executive’s accrued but unpaid Base Salary through the Date of Termination, vacation pay earned but not used in the calendar year of termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive is then participating, and (ii) subject any previously awarded but unpaid Annual Bonus for a completed calendar year prior to the Employee’s continued compliance with Date of Termination (collectively, the obligations in Sections 8, 9 and 10 hereof:
“Accrued Obligations”); (ii) the Company will also pay Executive a lump-sum cash payment equal to the product of (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Annual Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonusif any, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally that Executive would have earned for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date Date of Termination occurs, based on actual achievement of the applicable performance goals for such year (as determined on a basis consistent with that for other senior executives) and (B) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination occurs;
and the denominator of which is the number of days in such year (E) during the period commencing “Pro-Rata Bonus”). This amount shall be paid on the date that Annual Bonuses are normally paid, but in no event later than March 15th of termination the year following the year in which the Date of Termination occurs; (iii) for a period of [__]2 months after the Date of Termination, Executive and ending Executive’s eligible dependents shall remain covered under the Company’s health care plan on the same basis as an active employee until the earlier of (iA) Executive becoming eligible for Medicare (or comparable governmental health coverage), or (B) the twenty-four (24) month anniversary of the commencement date of termination or comparable health care benefits from a new employer; and (iiiv) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunderextent not previously paid or provided, the Company shall continue timely pay or provide to provide the Employee and the Employee’s Executive any other amounts or benefits required to be paid or provided or which Executive is eligible dependents with coverage to receive following Executive's termination of employment under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of terminationany plan, provided that (1) if any plan pursuant to which such benefits are provided is notprogram, policy, practice, contract or ceases prior to the expiration agreement of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or Company and its affiliated companies (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofother than severance benefits) (such coverage being other amounts and benefits shall be hereinafter referred to as the “Health Benefits ContinuationOther Benefits”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the EmployeeExecutive’s employment by the Company is terminated (x) by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company shall pay or provide the Employee Executive with the following:
(i) the Accrued Benefits; and;
(ii) a pro rata portion of the Executive’s Annual Bonus for the fiscal year in which the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rated based on the number of days the Executive was employed during such fiscal year, with any earned amounts to be payable at the same time that any Annual Bonus for such fiscal year would have been paid pursuant to Section 4(a);
(iii) subject to the EmployeeExecutive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to pay the Executive the Base Salary at the rate being paid at the termination date, for the earlier of twelve (12) months or until the executive secures other employment equal to or greater than his Base Salary at such time (the “Severance Period”), provided, however, that in the event that Executive obtains other employment which pays the Executive a base salary less than the Base Salary on the termination date, then the payments under this clause (iii) shall immediately become subject to offset by the amount of the base salary and guaranteed compensation, if any, from such other employment; and
(iv) if the Executive makes a timely election of continued health benefit coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will continue to pay the employer portion of the associated monthly premiums during the Severance Period, with Executive responsible to pay the associated employee portion of the monthly premium as directed by the Company in order to be covered by COBRA. Effective the first day of the month following the last date of the Company COBRA subsidy period, Executive will become responsible to pay 100% of the COBRA premium to continue healthcare insurance for the remainder of the applicable COBRA period. Notwithstanding the foregoing, the Company shall not be obligated to provide the Employee and continuation coverage contemplated by this Section 7(d)(iv) if it would result in the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based imposition of excise taxes on the Employee’s elections in effect on Company for failure to comply with the date nondiscrimination requirements of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or Act of 2010, as amended, and the Employee would be subject to tax under Section 105(h) Health Care and Education Reconciliation Act of the Code2010, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid as amended (to the Employee in substantially equal monthly installments over extent applicable). Notwithstanding the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); providedforegoing, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, extent that the accelerated vesting payment of the equity awards shall not change the time or form of payment for any equity award that amount under this Section 7 constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A 409A” (as defined in Section 20 hereof), any such vesting being hereinafter referred payment scheduled to as occur during the “Accelerated Time Equity Vesting”);
first sixty (G60) vesting at “target” days following such termination shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, amount that any such award intended was otherwise scheduled to be exempt from Code paid prior thereto; and Payments and benefits provided in this Section 409A as a “short-term deferral” 7(d) shall be distributed to in lieu of any termination or severance payments or benefits for which the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting Executive may be eligible under any of the equity awards shall not change plans, policies or programs of the time Company or form under the Worker Adjustment Retraining Notification Act of payment for 1988 or any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datesimilar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. The Bank may terminate the Executive's employment hereunder at any time without Cause. The Executive may terminate his employment hereunder for Good Reason at any time by delivery of written notice to the Bank within the six-month period commencing after the occurrence of the Good Reason effective forty-five (45) days after such written notice is delivered. If the Employee’s Bank terminates the Executive's employment by the Company is terminated hereunder without Cause (x) by the Company other than for Causedue to Retirement, death, Disability or the normal expiration of the full Term of Employment), or (y) by if the Employee Executive terminates his employment hereunder for Good Reason, the Company Term of Employment shall pay or provide thereupon end (if not already expired) and the Employee with the followingExecutive shall, subject to Sections 2.2, 3.2, 6.8, 6.10, and 6.11 of this Agreement, only be entitled to:
(ia) as liquidated damages, a cash lump sum equal to the sum of I) the Accrued Benefits; and
(Base Salary that would have accrued from the Date of Termination through the remaining Term of Employment but for the Termination and ii) subject to Section 5.2, an annual bonus for the Employee’s continued compliance with fiscal year in which the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”)Termination occurs;
(Bb) an amount (the “Bonus Severance”) equal any Base Salary accrued to the Multiplier times Date of Termination or any bonus actually awarded, but not yet paid as of the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll DateDate of Termination;
(Cc) reimbursement for all expenses (under Section 5.5) incurred as of the Prior Year’s BonusDate of Termination, payable in a single lump on but not yet paid as of the First Payroll DateDate of Termination;
(Dd) payment of the Pro-Rata Bonusper diem value of any unused vacation days accruing during the Term of Employment and the unused, payable in a single lump sum on unaccrued portion of any vacation days available through the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, end (but no later than March 15 not beyond) of the calendar year following of the calendar year Bank in which the date of such termination occurs;
(Ee) during continuation of the welfare benefits of the Executive, at the level in effect (as provided for by Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the three-year period commencing on the date Date of termination Termination (or, if such continuation is not permitted by applicable law or if the Board so determines in its sole discretion, the Bank shall provide the economic equivalent in lieu thereof);
(f) any other compensation and ending on benefits as may be provided in accordance with the terms and provisions of any applicable plans or programs, if any, of the Bank or any Subsidiary; and
(g) any rights to indemnification in accordance with Section 11 of this Agreement. In the event of any dispute hereunder, the Executive shall be entitled until the earlier to occur of (i) the twenty-four (24) month anniversary Date of the date of termination or Termination, (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period current stated Term of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5)Employment, or (2iii) the Company is otherwise unable resolution of such dispute to (A) be paid bi-weekly his then Base Salary, and (B) continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 receive all other benefits; and there shall be no reduction whatsoever of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be any amounts subsequently paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (Executive upon resolution of such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A dispute as a “short-term deferral” shall be distributed to the Employee within result of, or in respect to, such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time interim payments or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datecoverage.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Employee’s Executive's employment is terminated by the Company is terminated (x) without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 Executive will be entitled to: payment of all accrued and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base unpaid Annual Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following and accrued but unused vacation days through the date of termination such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (such payroll dateand, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid extent covered immediately prior to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on termination, his spouse and dependents), at the date of termination and ending on same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the end of the Severance Period, or (ii) Executive's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of semi-monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twenty-four (24) month anniversary fourth of his Annual Salary as of the date of such termination, plus (ii) one- twenty-fourth the Average Annual Bonus, plus (iii) one-half of the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the fiscal year of termination, which bonus will be determined by multiplying the Annual Bonus opportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, times (ii) a fraction, the numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, and the denominator of which will 365. Such pro-rata Annual Bonus will be paid within thirty (30) days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the time remaining until the Expiration Date, or (ii) the date on remainder of the fiscal year in which the Employee becomes eligible for coverage under the group health plan such termination occurs; and with respect to any options then held by Executive to purchase capital stock of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B extension of the Code and post-termination exercise period of such options to 90 days following the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration end of the period of continuation coverage to be, exempt from the application of Severance Period. The severance benefits described in this Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter 6.1 will be paid in lieu of and not in addition to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held any other severance arrangement maintained by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateCompany.
Appears in 1 contract
Samples: Employment Agreement (Oao Technology Solutions Inc)
Termination Without Cause or for Good Reason. If the Employee’s your employment by the Company is terminated (x) by the Company other than for Cause, Lifeway without Cause or (y) by the Employee you voluntarily for Good Reason, and you return to Lifeway a General Release, you shall be entitled to receive:
i) your Base Salary for the Company shall pay remainder of the current Term or provide the Employee six (6) months, whichever is greater;
ii) your accrued but unused Paid Time Off as of your Termination Date in accordance with the following:Company’s customary payroll procedures;
iii) a one-time payment of $10,000 for your financial planning or transition-related needs;
iv) if you timely elect continued coverage under COBRA, the COBRA premiums necessary to continue your coverage (iincluding coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount period (the “SeveranceCOBRA Premium Period”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum starting on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination Termination Date and ending on the earlier earliest to occur of: (i) six calendar months after the calendar month of your Termination Date; (ii) the date you (and your eligible dependents, if applicable) become eligible for group health insurance coverage through another employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event;
v) a cash bonus equal to the greater of (i) the twenty-four (24) month anniversary value of the Annual Bonus you would have earned for the fiscal year of your Termination Date if you would have been employed on the date of termination that the Company paid such Annual Bonus; or (ii) the value of the actual Annual Bonus you earned for the fiscal year prior to your Termination Date. The bonus shall be payable in a lump sum, less applicable withholdings, on or before the date on which that the Employee becomes eligible Annual Bonus for coverage under the group health plan fiscal year of a subsequent employer your Termination Date is (of which eligibility or would have been) paid by the Employee hereby agrees Company to give prompt notice similarly situated officers and senior executives;
vi) reimbursement for unreimbursed business expenses that you properly incurred, in accordance with the Company’s expense reimbursement policy; and
vii) to the Company)extent that you hold any Outstanding Awards, subject an amendment to each award agreement that evidences each such Outstanding Award that provides as follows: If your employment with Lifeway is terminated without Cause or for Good Reason, your Outstanding Awards that are Stock Options or Stock Appreciation Rights shall immediately become fully vested and exercisable on your Termination Date. The vested Outstanding Awards shall be exercisable for the Employee’s valid election period specified in the applicable option agreement. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and are not intended to continue healthcare coverage under Section 4980B of the Code qualify as performance-based compensation shall become fully vested and the regulations thereunderrestrictions thereon shall lapse; provided that, any delays in the Company shall continue to provide settlement or payment of such awards that are set forth in the Employee applicable award agreement and the Employee’s eligible dependents with coverage that are required under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation (“Section 409A-1(a)(5), or (2409A”) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection shall remain in effect. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award are intended to qualify as performance-based compensation shall remain outstanding and shall vest or be exempt from Code Section 409A forfeited as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with specified by the applicable award agreement; providedagreements, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to if the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dateapplicable performance goals are satisfied.
Appears in 1 contract
Samples: Executive Employment Agreement (Lifeway Foods, Inc.)
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm (i) Executive’s employment by the Company is terminated (xwithin the meaning of Section 4.8 hereof) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (yii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by the Employee Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject Executive a lump- sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive’s then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Bonus SeveranceAverage Bonus”) and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary plus (B) an amount equal to the Multiplier times Average Bonus. The portion of the Target Bonus (disregarding any reduction lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Yearaccordance with Company’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum regular payroll practices – to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one-month period set forth in the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.
(2) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and ending his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.
(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 calendar days after the date termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If the Employee(a) Executive’s employment hereunder may be terminated by the Executive for Good Reason or by Company is terminated (x) by the Company other than for without Cause, upon 30 days’ written notice. Company, in its discretion, may pay Executive’s salary in lieu of all or part of the notice period. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 5 and Section 7 of this Agreement and execution of a release in favor of Company in substantially the form attached hereto as Annex A (y) by the Employee for Good Reason“Release”), the Company shall pay or provide the Employee with Executive will be entitled to receive the following:
(i) A lump sum payment, which will be paid within 30 days following the Accrued Benefits; andeffective date of the Release, equal to [SEVERANCE MULTIPLE] times the sum of Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs.
(ii) subject With respect to the Employee’s continued compliance with fiscal year in which the obligations in Sections 8Termination Date occurs, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times Annual Bonus last paid to Executive, prorated for the Base Salary (disregarding any reduction number of calendar days worked in Base Salary at any time)the year in which the Termination Date occurs, payable in a single lump sum payment concurrent with the payment of the amounts due under Section 4.2(a)(i).
(iii) Subject to Executive’s timely election to continue benefits under COBRA, Company will reimburse Executive the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to Executive on the first payroll date occurring on or after tenth day of the sixtieth (60th) day month immediately following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year month in which Executive timely remits the date of termination occurs;
(E) during premium payment. Executive will be eligible to receive such reimbursement until the period commencing on the date of termination and ending on the earlier of earliest of: (i) the twenty18-four (24) month anniversary of the date of termination or Termination Date; (ii) the date Executive is no longer eligible to receive COBRA coverage; and (iii) the date on which the Employee Executive becomes eligible for to receive substantially similar coverage under from another employer.
(iv) The treatment of any outstanding equity awards will be determined in accordance with the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, applicable Equity Documents; provided that (1) if notwithstanding the terms of such Equity Documents, all underlying outstanding unvested stock or equity unit options, appreciation rights, stock appreciation rights and any plan pursuant to which other equity-based compensation awards thereunder shall become fully vested and exercisable for the remainder of their full term; provided, that any delays in the settlement or payment of such benefits awards that are provided is not, or ceases prior to set forth in the expiration of the period of continuation coverage to be, exempt from the application of applicable award agreement and that are required under Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, shall remain in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dateeffect.
Appears in 1 contract
Samples: Employment Agreement (Workiva Inc)
Termination Without Cause or for Good Reason. If In the Employeeevent the Employment Term and Executive’s employment by the Company hereunder is terminated (x) by the Company other than for Cause, or (y) by the Employee Executive for Good ReasonReason or by Company without Cause prior to the end of the Employment Term, and if Section 5.4 does not apply, then Executive shall be entitled to receive the Company Accrued Amounts and, subject to Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and Executive’s satisfaction of the general release of claims requirement specified below and subject to Section 22, Executive shall pay or provide the Employee with be entitled to receive the following:
(ia) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an An amount (the “Severance”) equal to the Multiplier two (as defined below2) times the Executive’s Base Salary in effect on the Termination Date (disregarding any reduction in Base Salary at any timethat is the basis for Executive’s termination for Good Reason), payable in a single lump sum within sixty (60) days following the Termination Date;
(b) If, on account of Executive’s termination of employment, Executive forfeits Executive’s right to earn an Annual Bonus for the Fiscal Year in which the Termination Date occurs, a lump sum cash payment equal to the product of (i) the Annual Bonus, if any, that Executive would have earned for the Fiscal Year in which the Termination Date occurs after taking into account the degree of achievement of the applicable performance goals for such Fiscal Year and (ii) a fraction, the numerator of which is the number of days Executive was employed by Company during such Fiscal Year (rounded up to the next highest number of days in the case of a partial day of employment) and the denominator of which is the number of days in such Fiscal Year (the “Pro-Rata Bonus”). This amount, if any, shall be paid to Executive in a lump sum on the first payroll later of (x) the date occurring on which the Annual Bonus would have been paid to Executive but for Executive’s termination of employment during such Fiscal Year, or after the sixtieth (60thy) day within sixty (60) days following the date Termination Date (but in no event later than March 15th of termination (such payroll date, the “First Payroll Date”calendar year immediately following the calendar year in which the Termination Date occurs);
(Bc) If Executive timely and properly elects continued Company-provided group health plan coverage pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as amended (“COBRA”), Company shall reimburse Executive in an amount equal to the monthly COBRA premium paid by Executive for such coverage less the active employee premium for such coverage. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen (18) month anniversary of the Termination Date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Executive either receives or becomes eligible to receive substantially similar coverage from another employer;
(d) Any unpaid Annual Bonus for the completed Fiscal Year preceding the Fiscal Year in which the Termination Date occurs, calculated by taking into account the degree of achievement of the applicable objective performance goals for such preceding Fiscal Year (the “Bonus SeverancePrior Year Bonus”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable shall be paid to Executive in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are the Annual Bonus would have been paid to the CompanyExecutive but for Executive’s senior executives generally for such calendar year, but no later than March 15 termination of the calendar year following the calendar year in which the date of termination occurs;employment; and
(Ee) during the period commencing on the date The treatment of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered be determined in accordance with the terms of the LTIP and the applicable award agreement; providedagreements evidencing such awards and the requirements of Section 4.3(a) and (b) of this Agreement. If, howeverat the time of termination, that the Board is aware of the existence of any circumstances reasonably likely to give rise to claims by Company against Executive, Company shall give Executive notice of such award intended circumstances at the time of termination. As a condition to Company’s payment to Executive of the amounts required to be exempt from Code paid under this Section 409A as 5.2 (other than the Accrued Benefits), Executive agrees to execute a “short-term deferral” shall be distributed general release (or to the Employee execution by Executive’s legal representative of a general release) of all then existing claims against Company, its Subsidiaries, affiliates, shareholders, directors, officers, employees and agents in relation to claims relating to or arising out of Executive’s employment with Company in a form substantially consistent with Company’s standard form of general release used for officers and not inconsistent with the terms of this Agreement (“Release”), and Executive shall not receive any payments or benefits to which he may be entitled hereunder that are subject to the execution of a Release unless Executive satisfies this release requirement. Company will provide the Release required by this Section 5.2 to Executive within five (5) days after the Termination Date. Executive must sign and return the Release to Company within 21 days after receipt of the Release if Executive’s employment termination is not part of a group termination program within the meaning Section 7(f)(1)(F)(ii) of the Age Discrimination in Employment Act of 1967, as amended, and within 45 days after receipt of the Release if Executive’s termination is part of such time a group termination program (in which case Company shall make such modifications to the Release as is required for by law in connection with such equity award group termination program), and Executive must not revoke it during the seven (7)-day revocation period that begins when the signed Release is returned to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateCompany.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction "Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any time), calendar year that expired prior to termination of employment and (y) two and one-half times (A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided WSJ is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)published; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed if the Executive is entitled to the Employee lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such time termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination, as is required for applicable, rather than as part of such equity award to constitute a “short-term deferral”; providedlump sum payment, furtherin which event, however, the accelerated vesting such periodic payments of the equity awards Base Salary shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to be discounted as the “Accelerated Time Equity Vesting”)provided in this sentence;
(Gii) vesting Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than two years, for a period of 24 months, to continue to receive at “target” Company's expense, the benefits listed on Schedule 3.3 and the medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense;
(iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding Company equity and/or long-term incentive awards which vest and/or are earned based stock grant (other than those issued pursuant to the New Plan) and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the attainment date of certain performance conditions such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or terms under which they may be granted;
(including, without limitationiv) The Company shall provide Executive with outplacement services of the Company's choice, the Promotion Performance Share Awardscope and provider of which shall be reasonably acceptable to Executive;
(v) The Company shall release its security interest, its right to recover any premiums paid by it and shall repay any policy loans or advances and terminate the Collateral Assignments (defined below) entered into in connection with the 1995 and 2001 Split Dollar Insurance Agreements. The Collateral Assignments were entered into on the same respective dates and among the same parties as the Split Dollar Agreements. Company and Executive agree to execute whatever documents are necessary (and, to the extent outstanding) delivered in accordance with that the applicable award agreement; providedconsent of the insurer is required, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed acceptable to the Employee within such time as is required for such equity award insurer) to constitute a “short-term deferral”; provided, further, however, amend the accelerated vesting 1995 and 2001 Split Dollar Agreements and the Collateral Assignments thereunder to give effect to this section (v) and to provide that the obligations of the equity awards shall not change Company to pay premiums ceases under the time or form 2001 Split Dollar Agreement on the same basis as it ceased under the 1995 Split Dollar Agreement and, if earlier, upon termination of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)Executive's employment; and
(Hvi) Executive shall be entitled, for the balance of the Term, or, if the balance of the Term is less than two (2) years, for a period of 24 months, to continue to receive the automobile benefit provided in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateSection 3.8 hereof.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm, (i) Executive’s employment by the Company is terminated (xwithin the meaning of Section 4.8 hereof) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (yii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by the Employee Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject Executive a lump-sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive’s then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Bonus SeveranceAverage Bonus”) and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary plus (B) an amount equal to the Multiplier times Average Bonus. The portion of the Target Bonus (disregarding any reduction lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Yearaccordance with Company’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum regular payroll practices – to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one-month period set forth in the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.
(2) Executive shall be entitled, for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and ending his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.
(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 calendar days after the date termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm (i) Executive’s employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (yii) Executive’s employment is terminated by the Employee Executive for “Good Reason, the Company shall pay or provide the Employee with the following:” (as hereinafter defined):
(i) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) date of such termination. In addition, subject to the Employee’s continued compliance with the obligations in Sections 8subsection (c) below, 9 and 10 hereof:
Company shall pay Executive a lump-sum cash payment equal to (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive’s then current annual Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Bonus SeveranceAverage Bonus”) ). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable — at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices — to present value on the date of payment at a discount rate equal to the Multiplier times the Target Bonus (disregarding any reduction prime rate of interest in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) first day following such termination on which the twenty-four (24) month anniversary of the date of termination or WSJ is published.
(ii) Executive shall be entitled to continue, for the date on which balance of the Employee becomes eligible Term or, if the balance of the Term is less than one year, for a period of 12 months, to receive at Company’s expense medical benefits coverage under the group health plan of a subsequent employer for Executive and his spouse and dependents (of which eligibility the Employee hereby agrees to give prompt notice if any) if and to the Company), subject extent Company was paying for such benefits to Executive and his spouse and dependents at the Employee’s valid election time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue healthcare coverage at his or their sole expense as are then accorded under Section 4980B of COBRA for the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with COBRA coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to period remaining following the expiration of the period period, if any, during which Company paid such expense.
(b) Notwithstanding Section 3.8 of continuation coverage this Agreement, or anything to bethe contrary in any other existing agreement or document, exempt from in the application event of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5Executive’s Termination Without Cause or for Good Reason (as defined below), or (2) the Company is otherwise unable all outstanding restricted shares granted to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be Executive that are subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by and Executive’s continued employment shall become immediately vested. Furthermore, in the Employee on the date event of termination Executive’s Termination Without Cause or for Good Reason (including without limitation the Promotion Restricted Stock Awardas defined below); provided, howeverany performance-based restricted stock units and outperformance units granted to Executive, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the Company’s applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to Equity Incentive Plans and the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateAward Programs adopted thereunder.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. In case of termination without Cause by the Corporation or for Good Reason by the Executive, Executive shall be entitled to:
(a) the Accrued Amounts;
(b) subject to the Executive’s compliance with Sections 6 through 11 of this Agreement and her execution of a release of claims in favor of the Corporation, its affiliates and their respective officers and directors in a form attached hereto (the “Release”) and such Release becoming effective within the applicable time period set forth in the Release (the “Release Execution Period”), the Executive shall be entitled to receive a lump sum payment equal to one time the sum of the Executive’s annual Base Salary, which shall be paid within 30 days following the Termination Date;
(c) upon determination by the Corporation’s Board of Directors or Compensation Committee, as appropriate, to be made in its sole discretion as to whether to grant such bonus, a pro-rata Annual Bonus, and if such pro-rata Annual Bonus is granted, determine the amount, form and payment schedule. For the avoidance of doubt, Executive shall not be entitled to any Annual Bonus solely for reason of termination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive;
(d) If the Employee’s employment Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Corporation shall reimburse the Executive for the monthly COBRA premium paid by the Company is terminated Executive for herself and her dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (x) by “COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the Company other than for Cause, or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
earliest of: (i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Prosix-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or termination; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Employee Executive becomes eligible for to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Corporation’s making payments under this Section 5.4(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the group health plan of a subsequent employer Affordable Care Act (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5“ACA”), or (2result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.4(d) in a manner as is necessary to comply with the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”)ACA;
(Fe) full vesting of each All outstanding Company equity and/or longtime-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “shortequity-term deferral” shall be distributed based compensation awards granted to the Employee within such time as is required for such equity award to constitute a “short-term deferral”Executive during the Term of Employment shall become fully vested; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);and
(Gf) vesting at “target” of any All outstanding Company performance-based equity and/or long-term incentive compensation awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, granted to the extent outstanding) delivered Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreement; providedagreements, however, that any if the applicable performance goals are satisfied. The determination whether such award intended to be exempt from Code Section 409A as a “short-term deferral” performance goals are satisfied shall be distributed to in the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting sole discretion of the equity awards shall not change Compensation Committee or the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to Board, as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datecase may be.
Appears in 1 contract
Samples: Employment Agreement (Sonoma Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If the Employee’s Executive's employment by with the Company is terminated (x) by the Company (other than for Cause, Disability or (ydeath) or by the Employee Executive for Good ReasonReason within twenty-four (24) months following the Change in Control Date, then Executive shall be entitled to the Company shall pay or provide the Employee with the followingfollowing benefits:
(i) the Accrued BenefitsCompany shall pay to Executive a lump-sum cash payment on the Release Effective Date in the aggregate of the following amounts:
(1) an amount equal to (a) [__]1 multiplied by (b) the sum of (x) the greater of Executive’s annual Base Salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and
(2) Executive’s accrued but unpaid Base Salary through the Date of Termination, vacation pay earned but not used in the calendar year of termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive is then participating, and (ii) subject any previously awarded but unpaid Annual Bonus for a completed calendar year prior to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
Date of Termination (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll datecollectively, the “First Payroll DateAccrued Obligations”);
(Bii) an amount (the “Bonus Severance”) Company will also pay Executive a lump-sum cash payment equal to the Multiplier times the Target Bonus product of (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(CA) the Prior Year’s Annual Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonusif any, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally that Executive would have earned for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date Date of Termination occurs, based on actual achievement of the applicable performance goals for such year (as determined on a basis consistent with that for other senior executives) and (B) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid on the date that Annual Bonuses are normally paid, but in no event later than March 15th of the year following the year in which the Date of Termination occurs;
(Eiii) during for a period of [__]2 months after the period commencing Date of Termination, Executive and Executive’s eligible dependents shall remain covered under the Company’s health care plan on the date of termination and ending on same basis as an active employee until the earlier of (iA) Executive becoming eligible for Medicare (or comparable governmental health coverage), or (B) the twenty-four (24) month anniversary of the commencement date of termination or comparable health care benefits from a new employer; and
(iiiv) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunderextent not previously paid or provided, the Company shall continue timely pay or provide to provide the Employee and the Employee’s Executive any other amounts or benefits required to be paid or provided or which Executive is eligible dependents with coverage to receive following Executive's termination of employment under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of terminationany plan, provided that (1) if any plan pursuant to which such benefits are provided is notprogram, policy, practice, contract or ceases prior to the expiration agreement of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or Company and its affiliated companies (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereofother than severance benefits) (such coverage being other amounts and benefits shall be hereinafter referred to as the “Health Benefits ContinuationOther Benefits”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 1 contract
Samples: Executive Change in Control Retention Agreement (Arrow Electronics Inc)
Termination Without Cause or for Good Reason. (a) If the EmployeeExecutive’s employment is terminated by the Company is terminated (x) by without Cause or if the Company other than for Cause, or (y) by the Employee Executive terminates his employment hereunder for Good Reason, and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Employee with the followingExecutive, subject to Section 19:
(i) a single lump sum cash payment within 30 days following the Accrued Benefits; andTermination Date equal to the Executive’s then current Base Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid as of the date of termination for any previously completed fiscal year or performance period, and a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Executive’s pro rata incentive compensation will be determined by multiplying the target amount payable under all outstanding incentive awards multiplied (for each award) by a fraction, the numerator of which is the number of days that have elapsed in the period to which such award relates through the Termination, and the denominator of which is the total number of days in the period;
(ii) subject a single lump sum cash payment six months following the Termination Date equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereofgreater of:
(A) an amount the Executive’s Severance Pay, which shall equal the sum of the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or
(the “Severance”B) equal to the Multiplier three (as defined below3) times the sum of (x) Executive’s Base Salary Pay plus (disregarding any reduction y) target annual incentive compensation for the year prior to the year in Base Salary at any time), payable in which such Termination occurs; plus
(iii) a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day cash payment six months following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) Termination Date equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 actuarial equivalent of the calendar year following the calendar year in which the date excess of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or retirement pension (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law determined as a straight line annuity commencing at age sixty-five (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act65) or the Employee would be subject to tax under Section 105(h) first of the Codemonth following the Executive’s termination of employment, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to whichever is later) which he would have accrued under the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting terms of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A Retirement Plans (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.without
Appears in 1 contract
Samples: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm, (i) Executive’s employment by the Company is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to three times (x) by the Company other than for Cause, or Executive’s then current Base Salary plus (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject an amount equal to the Employeeaverage of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount then current Base Salary (the “SeveranceAverage Bonus”) equal to ). The portion of the Multiplier (as defined below) times lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary (disregarding any reduction would have been payable – at the time of termination during the relevant period following termination in Base Salary at any time), payable in a single lump sum accordance with Company’s regular payroll practices – to present value on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) payment at a discount rate equal to 200 basis points plus the Multiplier times the Target Bonus (disregarding any reduction London Interbank Offered Rate for a one-month period set forth in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible WSJ is published.
(2) Executive shall be entitled to continue, for two years, to receive at Company’s expense medical benefits coverage under the group health plan of a subsequent employer for Executive and his spouse and dependents (of which eligibility the Employee hereby agrees to give prompt notice if any) if and to the Company)extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, subject if any, during which Company paid such expense.
(3) Anything to the Employee’s valid election contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to continue healthcare coverage under Section 4980B of Executive before, on or after the Code date hereof shall become immediately vested and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect exercisable on the date of such termination, provided that (1) if any plan pursuant and, with respect to which each outstanding NQSO granted to Executive before, on or after the date hereof, such benefits are provided is notNQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or ceases prior to after the expiration date hereof shall be governed by the terms of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award relevant ISO agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If The Company shall have the Employee’s right at any time during the Term to terminate the Executive's employment hereunder without Cause. Upon such a termination or the termination by the Company is terminated (x) by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company Company's sole obligation hereunder, except as otherwise provided in Section 3.4, shall be to pay or provide to the Employee with the following:
Executive (i) the Accrued Benefits; and
(ii) subject an amount equal to any Annual Salary accrued and due and payable to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum Executive hereunder on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll dateto be paid in a lump sum within 10 days of the termination), (ii) thereafter all Annual Salary for the remainder of the Term, to be paid in a lump sum within 10 days of the termination, (iii) in a lump sum payment (to be paid as promptly as practicable, but no later than 10 days after the determination thereof; it being understood that the Executive shall make the determination whether the calculation and payment of the bonus shall be made immediately after the effective date of the termination or after the end of the fiscal year of the termination), the “First Payroll Date”);
greater of (A) a portion of the Executive's Annual Bonus as set forth in Section 3.2 computed on a pro rated basis based on the performance of the Company from the beginning of the bonus period to the date of termination and (B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 amount of the calendar Annual Bonus for the fiscal year following preceding the calendar fiscal year in which the date of termination occurs;
(E) during the period commencing , pro rated based on the date number of termination and ending on days elapsed in the earlier year of termination. For purposes of this Agreement, "Good Reason" shall mean (i) a reduction in the twenty-four (24) month anniversary of the date of termination Annual Salary or bonus opportunity as specified in Section 3.1 or 3.2, (ii) a relocation of the date on which Company's headquarters or required relocation of the Employee becomes eligible Executive more than 100 miles outside of the Dallas/Fort Worth Metropolitan area, (iii) a material diminution in the Executive's duties or responsibilities, (iv) an adverse change in the Executive's title, (v) assignment to Executive of duties and responsibilities that are inconsistent with his position in any material respect or (vi) failure of the Board to nominate Executive for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice election to the Company)Board, subject to the Employee’s valid election to continue healthcare coverage under Section 4980B or removal of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt Executive from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans Board without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Datehis consent.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm (i) Executive’s employment by the Company is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to three times (x) by the Company other than for Cause, or Executive’s then current Base Salary plus (y) by the Employee for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject an amount equal to the Employeeaverage of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount then current Base Salary (the “SeveranceAverage Bonus”) equal to ). The portion of the Multiplier (as defined below) times lump sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary (disregarding any reduction would have been payable – at the time of termination during the relevant period following termination in Base Salary at any time), payable in a single lump sum accordance with Company’s regular payroll practices – to present value on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) payment at a discount rate equal to 200 basis points plus the Multiplier times the Target Bonus (disregarding any reduction London Interbank Offered Rate for a one-month period set forth in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible WSJ is published.
(2) Executive shall be entitled to continue, for three years, to receive at Company’s expense medical benefits coverage under the group health plan of a subsequent employer for Executive and his spouse and dependents (of which eligibility the Employee hereby agrees to give prompt notice if any) if and to the Company)extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, subject if any, during which Company paid such expense.
(3) Anything to the Employee’s valid election contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to continue healthcare coverage under Section 4980B of Executive before, on or after the Code date hereof shall become immediately vested and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect exercisable on the date of such termination, provided that (1) if any plan pursuant and, with respect to which each outstanding NQSO granted to Executive before, on or after the date hereof, such benefits are provided is notNQSO shall remain exercisable until the earlier of 180 calendar days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or ceases prior to after the expiration date hereof shall be governed by the terms of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award relevant ISO agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Date.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If prior to the Employeeexpiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment by the Company is terminated hereunder without Cause (x) by the Company other than for Causea termination by reason of death or Disability), or (y) by the Employee for Good Reason, then the Company shall pay or provide the Employee with Executive the Amounts and Benefits and the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A1) an amount (the “Severance”) equal to the Multiplier (as defined below) 2.0 times the sum of (x) the then-current Base Salary and (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(Cy) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier greater of (i) the twenty-four (24) month anniversary actual Annual Bonus for the year immediately preceding the year in which the Date of the date of termination Termination occurs or (ii) 125% of Executive’s then-current Base Salary. The amount payable pursuant to this Section 5(j)(ii)(1) shall be paid in full in a lump sum cash payment to be made to the Executive on the date that is thirty (30) days following the Date of Termination;
(2) any Annual Bonus earned but unpaid for a year ending prior to the Date of Termination (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Executive on the date that is thirty (30) days following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the Company, if later;
(3) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Employee becomes eligible Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section 4(b) (“Pro Rata Bonus”). The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated;
(4) subject to the Executive’s timely election of continuation coverage under the group health plan Consolidated Omnibus Budget Reconciliation Act of a subsequent employer 1985, as amended (of which eligibility the Employee hereby agrees to give prompt notice “COBRA”), with respect to the Company), subject ’s group health insurance plans in which the Executive participated immediately prior to the Employee’s valid election to continue healthcare coverage under Section 4980B Date of the Code and the regulations thereunderTermination (“COBRA Continuation Coverage”), the Company shall continue to provide pay the Employee cost of COBRA Continuation Coverage for the Executive and the Employee’s his eligible dependents with coverage under its group health plans at until the same levels and earliest of (a) the same cost to Executive or his eligible dependents, as the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to case may be, exempt from ceasing to be eligible under COBRA (or any COBRA-like benefits provided under applicable state law) and (b) eighteen (18) months following the application Date of Section 409A of Termination, (the Code benefits provided under Treasury Regulation Section 409A-1(a)(5this sub-section (4), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity VestingMedical Continuation Benefits”); and
(H5) in the event the termination occurs prior any unvested RSUs/PSUs or other equity awarded to January 1, 2018, the Stock Bonus, payable in a single lump sum Executive shall accelerate and become fully vested on the First Payroll DateDate of Termination and the RSU/PSU shares (or other equity) shall be distributed to the Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions).
Appears in 1 contract
Samples: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If (a) In the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, event of a Termination Without Cause or (y) by the Employee a Termination for Good Reason, the Company Executive shall pay or provide the Employee with receive the following:
(i) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the sum of Executive's Accrued BenefitsBase Salary and Accrued Annual Bonus;
(ii) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to 120% of Executive's Base Salary;
(iii) if the Date of Termination occurs during the period commencing from July 1 through December 31 of any Fiscal Year, as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the Prorata Annual Bonus;
(iv) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the total amount (if any) of Executive's unvested benefits under any plan or program sponsored by the Company providing deferred compensation or retirement benefits, that are forfeited on account of the Termination of Employment, and that would have vested, had Executive's employment continued through the end of the Severance Period;
(v) the medical and dental benefits referred to in Section 6.1(a) to which Executive is entitled as of the Date of Termination through the Severance Period; and
(iivi) subject as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, but without duplication of the foregoing, a lump sum cash payment equal to the Employee’s continued compliance with present value (determined using the obligations in Sections 8, 9 and 10 hereofInterest Rate) of the amounts payable under Section 6.1(c) for the period from the Date of Termination through the Severance Period.
(b) Executive's Termination of Employment shall not be considered to be for Good Reason unless:
(Ai) an amount not more than ninety (90) calendar days after the occurrence (or if later, not more than ninety (90) calendar days after the Executive becomes aware) of the event or events alleged to constitute Good Reason, Executive provides the Company with written notice (the “Severance”"Notice of Good Reason") equal of his intent to --------------------- consider the Multiplier Termination for Good Reason, including a detailed description of the specific reasons which form the basis for such consideration, and demanding that such event or events be cured not later than ten (as defined below10) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or business days after the sixtieth (60th) day following Company receives the date Notice of termination (such payroll date, the “First Payroll Date”);
(B) an amount Good Reason (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time"Cure Period"), payable in a single lump sum on the First Payroll Date;; -----------
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue have failed to provide cure such event or events during the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had Cure Period; and
(iii) not been terminated based on the Employee’s elections in effect on the date of termination, provided that more than ninety (190) if any plan pursuant to which such benefits are provided is not, or ceases prior to calendar days following the expiration of the period of continuation coverage to beCure Period, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) Executive shall have given the Company a second notice (a "Notice of Termination for Good Reason") ------------------------------------- stating that such cure has not occurred and that as a result, Executive is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee terminating his employment for Good Reason on the date of termination (including without limitation after the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting end of the equity awards Cure Period) specified in the Notice of Termination for Good Reason. A Notice of Termination for Good Reason shall not change the time be based upon any reason or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time reasons other than one or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) more reasons set forth in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateNotice of Good Reason.
Appears in 1 contract
Termination Without Cause or for Good Reason. If (a) In the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, event of a Termination Without Cause or (y) by the Employee a Termination for Good Reason, the Company Executive shall pay or provide the Employee with receive the following:
(i) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the sum of Executive's Accrued BenefitsBase Salary and Accrued Annual Bonus;
(ii) if the Date of Termination occurs during the period commencing from July 1 through December 31 of any Fiscal Year, as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the Prorata Annual Bonus;
(iii) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to 150% of Executive's Base Salary;
(iv) notwithstanding anything to the contrary contained in the Long-Term Incentive Plan, upon a Termination for Good Reason or a Termination Without Cause, (A) the Executive shall be entitled to receive, within thirty (30) calendar days after the Date of Termination, a lump sum payment in immediately available funds (paid under the Long-Term Incentive Plan) in an amount equal to the sum of (1) $1,000 for each vested Award Unit (as defined in the Long-Term Incentive Plan) which was granted to Executive under the WKI Guidelines adopted under the Long-Term Incentive Plan and (2) the amount specified in the OXO Guidelines adopted under the Long-Term Incentive Plan for each vested Award Unit which was granted to Executive under the OXO Guidelines and (B) the forfeiture provisions of Section 6(a)(iii) of the Long-Term Incentive Plan shall not apply to Executive;
(v) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the total amount Executive is entitled to receive under any other plan or program sponsored by the Company providing deferred compensation or retirement benefits. The respective provisions of each such plan or program shall govern for purposes of calculating the amounts due to Executive upon a Termination for Good Reason or Termination Without Cause;
(vi) the respective provisions of the Equity Plan and any other benefit plans or perquisite programs in which Executive is a participant as of the Date of Termination shall govern whether Executive shall be entitled to any benefits under such plans or programs in the event of a Termination for Good Reason or a Termination Without Cause;
(vii) the medical and dental benefits referred to in Section 6.1(a) to which Executive is entitled as of the Date of Termination through the Severance Period; and
(iiviii) subject as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, but without duplication of the foregoing, a lump sum cash payment equal to the Employee’s continued compliance with present value (determined using the obligations Interest Rate) of the amounts payable under Section 6.1(c) for the period from the Date of Termination through the Severance Period.
(b) In addition to the amounts payable under Subsection 7.3(a) above, in Sections 8the event that Executive's employment is terminated during the Extension Period on account of a Termination Without Cause or a Termination for Good Reason, 9 and 10 hereofExecutive shall also be entitled to receive no later than thirty (30) days after the Date of Termination a lump sum cash payment in immediately available funds equal to (A) minus (B); where:
(A) an amount (= the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that difference between (1) if any plan pursuant to which such benefits are provided is not, or ceases the sum of 300% of Executive's Base Salary plus 300% of Executive's Annual Bonus for the year prior to the expiration Date of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or Termination and (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be amounts paid to the Employee in substantially equal monthly installments over Executive under the continuation coverage period Long-Term Incentive Plan (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A which become payable as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting result of the equity awards shall not change the time or form his Termination of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”Employment); and
(HB) = the amounts payable under Section 7.3(a)(iii) hereof.
(c) Executive's Termination of Employment shall not be considered to be for Good Reason unless:
(i) not more than ninety (90) calendar days after the occurrence (or if later, not more than ninety (90) calendar days after the Executive becomes aware) of the event or events alleged to constitute Good Reason, Executive provides the Company with written notice (the "Notice of Good Reason") of his intent to --------------------- consider the Termination for Good Reason, including a detailed description of the specific reasons which form the basis for such consideration, and demanding that such event or events be cured not later than ten (10) business days after the Company receives the Notice of Good Reason (the "Cure Period"); -----------
(ii) the Company shall have failed to cure such event or events during the Cure Period; and
(iii) not more than ninety (90) calendar days following the expiration of the Cure Period, Executive shall have given the Company a second notice (a "Notice of Termination for Good Reason") ------------------------------------- stating that such cure has not occurred and that as a result, Executive is terminating his employment for Good Reason on the date (after the end of the Cure Period) specified in the event Notice of Termination for Good Reason. A Notice of Termination for Good Reason shall not be based upon any reason or reasons other than one or more reasons set forth in the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateNotice of Good Reason.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If at any time during the EmployeeTerm, (i) Executive’s employment by the Company is terminated (xwithin the meaning of Section 4.8 hereof) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (yii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by the Employee Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject Executive a lump-sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive’s then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Bonus SeveranceAverage Bonus”) and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary or a multiple thereof plus (B) an amount equal to the Multiplier times Average Bonus. The portion of the Target Bonus (disregarding any reduction lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Yearaccordance with Company’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum regular payroll practices – to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one-month period set forth in the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.
(2) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and ending his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense.
(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 calendar days after the date termination of Executive’s employment pursuant to this Section or the period following the termination of Executive’s employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO agreement. Vesting and the regulations thereunder, the Company other rights with respect to stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If If, before the Employeedate that is twelve (12) months prior to expiration of the then current term of this Agreement, Executive’s employment by the Company is terminated (x) by the Company Corporation or Bank other than for Death, Disability or Cause, or (y) by the Employee Executive terminates his employment for Good Reason, the Company then Corporation or Bank shall pay or provide the Employee with the following:
Executive within thirty (i30) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) days after such termination an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time)his Annual Direct Salary. If, payable in a single lump sum on the first payroll date occurring on or after the sixtieth date that is twelve (60th12) day following the date of termination (such payroll date, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal months prior to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 expiration of the calendar year following then current term of this Agreement, Executive has provided notice of Executive’s desire to negotiate an extension of Executive’s employment beyond the calendar year in which the date of termination occurs;
(E) during the period commencing on the date of termination and ending on the earlier of (i) the twenty-four (24) month anniversary end of the date then current term in accordance with the requirements of termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees Section 1 hereof, and Executive’s employment terminates pursuant to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage given by Corporation and Bank under Section 4980B of 1 that Executive’s employment will not be continued beyond the Code and the regulations thereunderthen current term, the Company then Corporation or Bank shall continue to provide pay Executive for his ongoing work, pursuant to Corporation’s or Bank’s normal payroll schedule, Executive’s Annual Direct Salary through the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the expiration date of terminationthe then current term plus an additional amount within thirty (30) days after such expiration date equal to one-half Executive’s Annual Direct Salary; provided, provided however, that (1) if Corporation and Bank will have no obligation for any plan of such payments should Executive terminate his employment pursuant to which such benefits are provided is not, or ceases Section 12(d)(i) hereof prior to the expiration of the period then current term except for Annual Direct Salary earned up to the date of continuation coverage such termination. If, on or after the date that is twelve (12) months prior to be, exempt from the application of Section 409A expiration of the Code under Treasury Regulation Section 409A-1(a)(5)then current term of this Agreement, Executive’s employment is terminated by Corporation or Bank other than for Death, Disability or Cause or Executive terminates his employment for Good Reason, then Corporation or Bank shall pay Executive, within thirty (230) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either casedays after such termination, an amount equal to each remaining Company subsidy shall thereafter be paid one-half Executive’s Annual Direct Salary. The obligations of Corporation and Bank pursuant to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code this Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H13(b) in the event Executive terminates his employment for Good Reason shall be contingent upon receipt of thirty (30) days notice from Executive of Executive’s termination of employment for Good Reason, and Executive’s best efforts during that thirty (30) day period to assist in the transition to Executive’s successor, including training of such successor if chosen. Notwithstanding anything in this Section 13(b) to the contrary, Corporation or Bank shall not be liable for any payment that would otherwise become due hereunder on or after the date Executive commences other employment. Except as specifically provided in this Section 13(b), or as provided in Section 12(b) or Section 14 hereof, or as otherwise required by law, all benefits provided Executive under this Agreement shall terminate effective the date of Executive’s termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dateof employment.
Appears in 1 contract
Samples: Executive Employment Agreement (Fidelity D & D Bancorp Inc)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with greater of (x) Executive's then current Base Salary through the obligations in Sections 8, 9 end of the Term and 10 hereof:
(y) two times (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current annual Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average of the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive's then current Base Salary (disregarding any reduction in the Target Bonus at any time"Average Bonus"), . The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary or a multiple thereof shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination and ending of employment or, if the WSJ is not published on such date, the earlier of (i) the twenty-four (24) month anniversary of the date of first day following such termination or (ii) the date on which the Employee becomes eligible for coverage under the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided WSJ is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award)published; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed if the Executive is entitled to the Employee lump sum payment set forth in the preceding sentence, by written notice to Company within ten days of such time termination, Executive may elect to receive the Base Salary component of such lump sum payment in accordance with Company's regular payroll practices during the relevant period following termination, as is required for applicable, rather than as part of such equity award to constitute a “short-term deferral”; providedlump sum payment, furtherin which event, however, the accelerated vesting such periodic payments of the equity awards Base Salary shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to be discounted as the “Accelerated Time Equity Vesting”)provided in this sentence;
(Gii) vesting Executive shall be entitled to continue, for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to receive at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (including, without limitation, the Promotion Performance Share Award, if any) if and to the extent outstanding) delivered in accordance with Company was paying for such benefits to Executive and Executive's spouse and dependents at the applicable award agreement; provided, however, that any time of such award intended to be exempt from Code Section 409A as a “short-term deferral” termination. Executive and his spouse and dependents shall be distributed entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, COBRA coverage period following the accelerated vesting expiration of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (period, if any, during which Company paid such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”)expense; and
(Hiii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum date hereof shall become immediately vested and exercisable on the First Payroll Datedate of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If the EmployeeCompany terminates Executive’s employment by without Cause or the Company is terminated (x) by the Company other than for Cause, or (y) by the Employee Executive terminates his employment for Good ReasonReason (as defined below) during the Term, the Company shall pay or provide the Employee with Executive the following:
(i) accrued but unpaid Base Salary, to be paid no later than ten business days after the Accrued Benefits; and
effective date of the Executive’s termination of employment, and any annual bonus earned but unpaid for the fiscal year before the year in which the Executive’s employment is terminated, to be paid at the same time bonuses are payable to corporate employees (ii) subject such accrued but unpaid Base Salary and bonus referred to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
(A) an amount (herein as the “Severance”) equal to the Multiplier (as defined below) times the Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll DateAccrued Obligations”);
(ii) severance payments (“Severance Payments”) in the form of (A) continued payment for a period of 12 months of the Executive’s Base Salary in the event of a termination on or before the first anniversary of the Effective Date, or 24 months of the Executive’s Base Salary in the event of a termination after the first anniversary of the Effective Date, in either case, as in effect on the effective date of the Executive’s termination of employment, determined without regard to any reduction that constitutes Good Reason; and (B) an amount (the “Bonus Severance”) equal to annual bonus earned under the Multiplier times MIP based on actual achievement of performance objectives for the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar fiscal year in which the date Executive’s employment is terminated multiplied by a fraction, the numerator of termination occurs;
which is the number of whole and partial months (Erounded up) during from the period commencing on beginning of that fiscal year until the date of termination of employment, and ending on the denominator of which is 12, to be paid at the same time bonuses are payable to corporate employees; and
(iii) pay the premium for COBRA coverage, if elected by Executive and his eligible dependents, upon loss of coverage under the Company’s group health plan due to his termination, until the earlier of (i) the twenty-four (24) month anniversary of the date of termination or (iiA) the date on which the Employee that Executive becomes eligible for coverage under the another group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5)plan, or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(HB) in the event of a termination on or before the termination occurs prior to January 1, 2018first anniversary of the Effective Date, the Stock Bonusend of the 12th month of COBRA coverage, payable and in the event of a single lump sum on termination after the First Payroll first anniversary of the Effective Date, the end of the 18 month maximum COBRA coverage period. In the event of a termination after the first anniversary of the Effective Date, if Executive does not become eligible for coverage under another group health plan by the end of the 18 month maximum COBRA coverage period, then the Company will continue to provide coverage for Executive and his eligible dependents for an additional 6 months; however, the coverage will terminate earlier if Executive becomes eligible for coverage under another group health plan during that time. The Company will impute the amount of the COBRA premium during the period of COBRA coverage and the fair market value of the continued coverage beyond the end of the COBRA period as taxable income to Executive.
Appears in 1 contract
Samples: Employment Agreement (PHH Corp)
Termination Without Cause or for Good Reason. If the Employee’s Executive's employment is terminated by the Company is terminated (x) without Cause or by the Company other than for Cause, or (y) by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:
(i) the Accrued Benefits; and
(ii) subject to the Employee’s continued compliance with the obligations in Sections 8, 9 Executive will be entitled to: payment of all accrued and 10 hereof:
(A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Base unpaid Annual Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on the first payroll date occurring on or after the sixtieth (60th) day following and accrued but unused vacation days through the date of termination such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (such payroll dateand, the “First Payroll Date”);
(B) an amount (the “Bonus Severance”) equal to the Multiplier times the Target Bonus (disregarding any reduction in the Target Bonus at any time), payable in a single lump sum on the First Payroll Date;
(C) the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum on the date on which annual bonuses are paid extent covered immediately prior to the Company’s senior executives generally for such calendar year, but no later than March 15 of the calendar year following the calendar year in which the date of termination occurs;
(E) during the period commencing on termination, his spouse and dependents), at the date of termination and ending on same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the twentyend of the Severance Period, or (ii) Executive's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-four (24) month anniversary twelfth of his Annual Salary as of the date of such termination, plus (ii) one-twelfth the Average Annual Bonus, plus (iii) the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the fiscal year of termination, which bonus will be determined by multiplying the Annual Bonus opportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, times (ii) a fraction, the numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, and the denominator of which will be 365. Such pro-rata Annual Bonus will be paid within thirty (30) days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the time remaining until the Expiration Date, or (ii) the date on remainder of the fiscal year in which the Employee becomes eligible for coverage under the group health plan such termination occurs; and with respect to any options then held by Executive to purchase capital stock of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B extension of the Code and post-termination exercise period of such options to 90 days following the regulations thereunder, the Company shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration end of the period of continuation coverage to be, exempt from the application of Severance Period. The severance benefits described in this Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter 6.1 will be paid in lieu of and not in addition to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held any other severance arrangement maintained by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll DateCompany.
Appears in 1 contract
Samples: Employment Agreement (Oao Technology Solutions Inc)
Termination Without Cause or for Good Reason. (a) If at any time during the Employee’s Term (1) Executive's employment by the Company is terminated (x) by the Company for any reason other than for Cause, Cause or the death or disability of Executive or (y2) Executive's employment is terminated by the Employee Executive for Good Reason, the Company shall pay or provide the Employee with the following:Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Accrued Benefits; and
(ii) subject date of such termination plus a lump sum cash payment equal to the Employee’s continued compliance with the obligations in Sections 8, 9 and 10 hereof:
greater of (x) (A) an amount (the “Severance”) equal to the Multiplier (as defined below) times the Executive's then current Base Salary (disregarding any reduction in Base Salary at any time), payable in a single lump sum on through the first payroll date occurring on or after end of the sixtieth (60th) day following the date of termination (such payroll date, the “First Payroll Date”);
Term plus (B) an amount (the “Bonus Severance”) equal to the Multiplier times average the Target Bonus percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years (disregarding any reduction or, if Executive has been employed by the Company for less than three years, the number of full calendar years the Executive has been employed by the Company) multiplied by Executive's then current Base Salary ("Average Bonus") and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the Target Bonus at any timecalendar year that expired prior to termination of employment and (y),
(A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in a single lump sum on accordance with Company's regular payroll practices at the First Payroll Date;
(C) time of termination during the Prior Year’s Bonus, payable in a single lump on the First Payroll Date;
(D) the Pro-Rata Bonus, payable in a single lump sum relevant period following termination to present value on the date on which annual bonuses are paid of payment at a discount rate equal to 200 basis points plus the Company’s senior executives generally London Interbank Offered Rate for such calendar year, but no later than March 15 of a one month period set forth in The Wall Street Journal (the calendar year following the calendar year in which the date of termination occurs;
(E"WSJ") during the period commencing on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(ii) Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and ending Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company paid such expense; and
(iii) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the twenty-four (24) month anniversary later of 180 days after the date termination of Executive's employment pursuant to this Section or the period following the termination of Executive's employment for the reason set forth in this Section that is set forth in the relevant stock option agreement, or (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on which or after the Employee becomes eligible for coverage under date hereof shall be governed by the group health plan of a subsequent employer (of which eligibility the Employee hereby agrees to give prompt notice to the Company), subject to the Employee’s valid election to continue healthcare coverage under Section 4980B terms of the Code relevant ISO Agreement. Vesting and the regulations thereunder, the Company other rights with respect to future stock grants shall continue to provide the Employee and the Employee’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated based on the Employee’s elections in effect on the date of termination, provided that (1) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 409A-1(a)(5), or (2) the Company is otherwise unable to continue to cover the Employee under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act) or the Employee would be subject to tax under Section 105(h) of the Code, then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Employee in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof) (such coverage being hereinafter referred to as the “Health Benefits Continuation”);
(F) full vesting of each outstanding Company equity and/or long-term incentive award that vests solely based on the passage of time held governed by the Employee on the date of termination (including without limitation the Promotion Restricted Stock Award); provided, however, that any such award intended to plans or terms under which they may be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Time Equity Vesting”);
(G) vesting at “target” of any outstanding Company equity and/or long-term incentive awards which vest and/or are earned based on the attainment of certain performance conditions (including, without limitation, the Promotion Performance Share Award, to the extent outstanding) delivered in accordance with the applicable award agreement; provided, however, that any such award intended to be exempt from Code Section 409A as a “short-term deferral” shall be distributed to the Employee within such time as is required for such equity award to constitute a “short-term deferral”; provided, further, however, the accelerated vesting of the equity awards shall not change the time or form of payment for any equity award that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (such vesting being hereinafter referred to as the “Accelerated Performance Equity Vesting”); and
(H) in the event the termination occurs prior to January 1, 2018, the Stock Bonus, payable in a single lump sum on the First Payroll Dategranted.
Appears in 1 contract
Samples: Employment Agreement (Pennsylvania Real Estate Investment Trust)
