Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason, the Employee will be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment is terminated (or this Agreement is not renewed for any additional Renewal Term other than due to Employees resignation from his employment with the Company pursuant to Section 4(a) hereof) by the Company without Cause or by the Employee for Good Reason, the Employee will shall be entitled to accrued and unpaid compensation and vacation pay up to the Termination Date. In addition, provided the Employee signs, delivers to Company, and does not revoke, within thirty (30) days following the Termination Date, a general release and waiver in a form acceptable to the Company (the general form of which is attached hereto as Exhibit A) (the “Severance Conditions”), the Employee shall receive the following severance package:
(i) in a single lumpseverance equivalent to one-sum payment on the termination date, the aggregate amount hundred percent (100%) of the Employee’s earned but unpaid Base then current annual Salary, any earned but unpaid bonus less applicable withholding and deductions, paid in respect of service for equal installments over a twelve (12) month period on the prior year (in accordance Company’s regular paydays, with Section 6) (by way of illustration, if the first such installment payment made on the first payday following the 30th day after the Employee’s termination date is March 15, 2017, Termination Date; and
(ii) to the extent the Employee will be eligible participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (togetherTermination Date, the “Accrued Obligations”), (ii) Company shall pay to the Employee in a lump sum a fully taxable cash payment in an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following times the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare coverage under its group health plans at the same levels and the same monthly premium cost to the Employee as of continued coverage for the Employee that would have applied if be incurred for continuation coverage under such plans, less applicable tax withholding, payable on the first payday following the 30th day after the Employee’s employment had Termination Date. The Employee may, but is not been terminated obligated to, use such payment toward the cost of continuation coverage premiums.
(based on iii) (A) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if Employee’s elections employment is terminated in effect on the Employee’s termination date)January, and (v) acceleration and vesting in full (and, prior to the extent applicable, exercisability) payment of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject bonuses related to the conditions herein. It preceding fiscal year, Employee shall be a condition entitled to the Employee’s right payment of the Bonus related to receive such preceding year and retain the amounts set forth in sub-clauses (ii) - if Employee’s employment is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B“Unpaid Bonus”), and (B) complies fully the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in all respects equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s obligations under Section 12 hereinTermination Date; and
(iv) the acceleration of vesting equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with respect to such shares that would have vested prior to the first anniversary of the Termination Date.
(v) the acceleration of vesting of all performance restricted stock awards issued to the Employee by PROS Holdings scheduled to vest prior to the first anniversary of the Termination Date. For the purposes of determining the number of earned units (if any) following the vesting of performance restricted stock units, the Performance Period (as defined in the performance restricted stock unit award) will be deemed to have ended on the Termination Date.
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Termination Without Cause or for Good Reason. In the event of the Employee’s Upon termination of employment this Agreement by the Company without Cause Cause, or by the Employee Executive for Good Reason, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder), Executive, in addition to all Salary earned through the Employee will Date of Termination, plus unpaid and reimbursable expenses actually incurred prior to termination, if any, shall be entitled to receive receive:
(i) in Salary for (A) the twelve (12) month period following the effective Date of Termination or (B) if such termination is within twenty-four (24) months following a single lump-sum payment on the termination dateChange of Control (as defined below), the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year twenty-four (in accordance with Section 624) (by way month period following the effective Date of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), Termination;
(ii) an amount equal to the sum continuation of group health plan benefits for (A) eighteen the twelve (1812) months’ gross Base Salary month period following the effective Date of Termination, or (calculated based on B) if such termination is within twenty-four (24) months following a Change of Control, for the Employee’s annualized rate twenty-four (24) month period following the effective Date of Termination, in each case to the extent authorized by and consistent with the terms of such plans, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the Employee’s termination date), plus Date of Termination;
(Biii) the Employee’s Target a lump sum cash payment equal to (A) one times his target Annual Bonus for the year in which the Employee’s Executive is terminated or (B) if such termination occursis within twenty-four (24) months following a Change of Control, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target two times his target Annual Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date Executive is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, terminated; and
(iv) for a period of an additional twelve (12) months of vesting with respect to the Board Member Options, the CEO Option, the New Award, the 2012 Award (to the extent subject to time based vesting as of the date of such termination event) and any other future awards (to the extent subject to time based vesting) granted to Executive; provided however that, if such termination is within twenty-four (24) months following a Change of Control, all unvested options granted to Executive prior to the Employeedate thereof, including, without limitation, the Board Member Options, the CEO Option, New Award, the 2012 Award and any other future awards granted to Executive, will immediately vest in full. The Executive’s termination date, provided that the Employee timely elects right to receive continuation coverage under such payments shall be conditioned upon Executive’s execution and delivery of a customary release and non-disparagement agreement in favor of the Company’s group health plans pursuant Company and the expiration of any revocation period within 60 days of the Date of Termination. Any severance payments due Executive hereunder shall commence within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall begin to be paid in the Consolidated Omnibus Budget Reconciliation Act second calendar year. On the date that severance payments commence, the Company will pay Executive in a lump sum the severance payments that Executive would have received on or prior to such date but for the delay imposed by the immediately preceding sentence, with the balance of 1985the severance payments to be paid as originally scheduled. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRACode”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be installment payment is considered a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinseparate payment.
Appears in 1 contract
Termination Without Cause or for Good Reason. In If the event of the EmployeeExecutive’s termination of employment by the Company without Cause or is terminated (x) by the Employee Company other than for Cause pursuant to Section 7(c) hereof or (y) by the Executive for Good ReasonReason (collectively, a “Qualifying Termination”), the Employee will Company shall pay or provide the Executive with the following:
(i) the Accrued Benefits;
(ii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within thirty (30) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to two (2.0) multiplied by the annual sum of (A) eighteen (18) months’ gross the Executive’s Base Salary (calculated based on the Employee’s annualized rate and Target Bonus in effect on for the Employee’s then-current year of termination date(the “Severance Amount”), plus paid in equal monthly installments for a period of twenty-four (B24) months following such termination; provided that to the Employee’s Target Bonus extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the year in which first sixty (60) days following the Employee’s termination occurs, payable in one cash lump sum on of employment shall not be paid until the sixtieth (60th) day following the Employee’s such termination date, and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iii) an amount equal subject to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the EmployeeExecutive’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number timely election of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid (B) the Executive’s continued healthcare coverage under its group health plans copayment of premiums at the same levels level and the same cost to the Employee Executive as would have applied if the EmployeeExecutive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination dateability to pay premiums with pre-tax dollars), and (vC) acceleration and vesting the Executive’s not engaging in full a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (and, to the extent applicablepermitted under applicable law) which covers the Executive (and his eligible dependents) for a period of twenty-four (24) months following such termination, exercisabilityprovided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) of all outstanding time-based equity awards held not paid by the Employee on Executive; provided further, that in the termination date (but not performance-based awardsevent that the Executive obtains other employment that offers group health benefits, which such continuation of coverage by the Company under this Section 8(d)(iii) shall continue immediately cease once Executive is eligible to vest enroll in accordance with their terms)such coverage from his new employer; and provided further, that in each case subject the event that the Executive enrolls in coverage through Medicare, a spousal plan, or an Insurance Exchange, rather than COBRA, the Company will pay to Executive the amount equivalent to the conditions hereinCompany share of COBRA premiums for twenty-four (24) months as if Executive had enrolled in COBRA. It Payments and benefits provided in this Section 8(d) shall be a condition to in lieu of any termination or severance payments or benefits for which the Employee’s right to receive and retain Executive may be eligible under any of the amounts set forth in sub-clauses (ii) - (v) above that plans, policies or programs of the Employee (A) timely executes and returns (and does not revoke Company or breach) a valid confidential general release agreement in under the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinWorker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
Appears in 1 contract
Samples: Employment Agreement (Trinseo S.A.)
Termination Without Cause or for Good Reason. In the event of If the Employee’s termination of employment by the Company without Employer is terminated (x) by the Employer other than for Cause or (y) by the Employee for Good Reason, the Employer shall pay or provide the Employee will be entitled with the following, subject to receive the provisions of Section 25 hereof:
(i) in the Accrued Benefits;
(ii) if the Termination Date occurs following 2019, a single lump-sum payment on the termination date, the aggregate amount of Pro Rata Bonus;
(iii) subject to the Employee’s earned but unpaid Base Salarycontinued compliance with the obligations in Sections 9, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration10 and 11 hereof, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount a sum equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (Bx) the Employee’s Target Bonus for monthly Base Salary rate at the year highest rate in which effect at any time during the Employee’s termination occurs, payable in one cash lump sum on twelve (12) month period prior to the sixtieth Termination Date plus (60thy) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion 1/12 of the Target Bonus for the year (provided that upon any termination in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 20172019, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) 2019 under Section 4, without giving any effect to any bonuses payable under the quotient obtained by dividing (x) the number 2019 XXXX, shall be used for purposes of days between January 1, 2017 and March 1, 2017 by (y) 365this calculation), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) paid monthly for a period of twelve (12) months following such termination; provided that if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Company’s Legacy Reserves Inc. 2019 Management Incentive Plan), such 12-month period shall be increased to 18 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 25 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iv) to the extent that the Employee elects COBRA continuation coverage, the Company will pay the full cost of the Employee’s termination dateCOBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be provided under applicable law; provided, however, that the benefits described in this Section 8(d)(iv) may be discontinued prior to the end of the period provided in this Section 8(d)(iv) to the extent, but only to the extent, that the Employee timely elects receives substantially similar benefits from a subsequent employer or to receive continuation coverage under avoid the Company’s group health plans pursuant imposition of any excise taxes on the Employer or the Company for failure to comply with the Consolidated Omnibus Budget nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 19852010, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability). Payments and benefits provided in this Section 8(d) shall be in lieu of all outstanding time-based equity awards held by any termination or severance payments or benefits for which the Employee on may be eligible under any of the termination date (but not performance-based awardsplans, which shall continue to vest in accordance with their terms), in each case subject to policies or programs of the conditions herein. It shall be a condition to Company or under the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke Worker Adjustment Retraining Notification Act of 1988 or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinany similar state statute or regulation.
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Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company without Cause or by the Employee for Good Reason, the Employee will shall be entitled to accrued and unpaid compensation through the Termination Date. In addition, provided Employee signs, delivers to Company, and does not revoke, within thirty (30) days following the Termination Date, a general release and waiver in a form acceptable to the Company (the general form of which is attached hereto as Exhibit A) (the “Severance Conditions”), Employee shall receive the following severance package:
(i) in a single lumpseverance equivalent to one-sum payment on the termination date, the aggregate amount hundred percent (100%) of the Employee’s earned but unpaid Base then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date;
(ii) to the extent Employee participates in any earned but unpaid bonus medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Employee’s Termination Date, the Company shall pay to Employee in respect a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the monthly premium cost to Employee of service continued coverage for the prior year (Employee that would be incurred for continuation coverage under such plans in accordance with Section 64980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums;
(iii) (by way of illustrationA) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if the Employee’s termination date employment is March 15terminated in January, 2017prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the Employee will be eligible payment of the Bonus related to receive the Employee’s annual bonus for calendar such preceding year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 is terminated (based on in July, prior to the Employee’s elections in effect on payment of bonuses related to the Employee’s termination datepreceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), and if any (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms“Unpaid Bonus”), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in all respects equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s obligations under Section 12 hereinTermination Date;
(iv) the acceleration of vesting of equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with respect to such shares that would have vested prior to the first anniversary of the Termination Date; and
(v) the acceleration of vesting of all performance restricted stock awards issued to the Employee by PROS Holdings scheduled to vest prior to the first anniversary of the Termination Date. For the purposes of determining the number of earned units (if any) following the vesting of performance restricted stock units, the Performance Period (as defined in the performance restricted stock unit award) will be deemed to have ended on the Termination Date.
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Termination Without Cause or for Good Reason. In the event of If the Employee’s termination of employment by the Company without Employer is terminated (x) by the Employer other than for Cause or (y) by the Employee for Good Reason, the Employer shall pay or provide the Employee will be entitled with the following, subject to receive the provisions of Section 25 hereof:
(i) in the Accrued Benefits;
(ii) if the Termination Date occurs following 2019, a single lump-sum payment on the termination date, the aggregate amount of Pro Rata Bonus;
(iii) subject to the Employee’s earned but unpaid Base Salarycontinued compliance with the obligations in Sections 9, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration10 and 11 hereof, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount a sum equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (Bx) the Employee’s monthly Base Salary rate at the highest rate in effect at any time during the thirty-six (36) month period prior to the Termination Date plus (y) 1/12 of the Target Bonus (provided that upon any termination in 2019, the Target Bonus for 2019 under Section 4, without giving any effect to any bonuses payable under the year 2019 XXXX, shall be used for purposes of this calculation), paid monthly for a period of twenty‑four (24) months following such termination; provided, that if such termination occurs within twenty‑four (24) months following a Change of Control (as defined in which the EmployeeCompany’s termination occursLegacy Reserves Inc. 2019 Management Incentive Plan), payable such 24-month period shall be increased to 36 and the aggregate applicable amount shall be paid in one cash a lump sum on within sixty (60) days of the applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 25 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iv) to the extent that the Employee elects COBRA continuation coverage, the Company will pay the full cost of the Employee’s termination dateCOBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be provided under applicable law; provided, (iiihowever, that the benefits described in this Section 8(d)(iv) an amount equal may be discontinued prior to a pro rated portion the end of the Target Bonus for the year period provided in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination datethis Section 8(d)(iv) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) extent, but only to the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1extent, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects receives substantially similar benefits from a subsequent employer or to receive continuation coverage under avoid the Company’s group health plans pursuant imposition of any excise taxes on the Employer or the Company for failure to comply with the Consolidated Omnibus Budget nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 19852010, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability). Payments and benefits provided in this Section 8(d) shall be in lieu of all outstanding time-based equity awards held by any termination or severance payments or benefits for which the Employee on may be eligible under any of the termination date (but not performance-based awardsplans, which shall continue to vest in accordance with their terms), in each case subject to policies or programs of the conditions herein. It shall be a condition to Company or under the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke Worker Adjustment Retraining Notification Act of 1988 or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinany similar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. In If the event of the EmployeeExecutive’s termination of employment by the Company without Cause or is terminated (x) by the Employee Company other than for Cause pursuant to Section 7(c) hereof or (y) by the Executive for Good ReasonReason (collectively, a “Qualifying Termination”), the Employee will Company shall pay or provide the Executive with the following:
(i) the Accrued Benefits;
(ii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within thirty (30) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to one and one-half (1.5) multiplied by the annual sum of the Executive’s Base Salary and Target Bonus in effect for the then-current year of termination (A) the “Severance Amount”), paid in equal monthly installments for a period of eighteen (18) months’ gross Base Salary months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (calculated based on 60) days following the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on of employment shall not be paid until the sixtieth (60th) day following the Employee’s such termination date, and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iii) an amount equal subject to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the EmployeeExecutive’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number timely election of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid (B) the Executive’s continued healthcare coverage under its group health plans copayment of premiums at the same levels level and the same cost to the Employee Executive as would have applied if the EmployeeExecutive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination dateability to pay premiums with pre-tax dollars), and (vC) acceleration and vesting the Executive’s not engaging in full a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (and, to the extent applicablepermitted under applicable law) which covers the Executive (and his eligible dependents) for a period of eighteen (18) months following such termination, exercisabilityprovided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) of all outstanding time-based equity awards held not paid by the Employee on Executive; provided further, that in the termination date (but not performance-based awardsevent that the Executive obtains other employment that offers group health benefits, which such continuation of coverage by the Company under this Section 8(c)(iii) shall continue immediately cease once Executive is eligible to vest enroll in accordance with their terms)such coverage from his new employer; and provided further, that in each case subject the event that the Executive enrolls in coverage through Medicare, a spousal plan, or an Insurance Exchange, rather than COBRA, the Company will pay to Executive the amount equivalent to the conditions hereinCompany share of COBRA premiums for eighteen (18) months as if Executive had enrolled in COBRA, grossed up for tax consequences. It Payments and benefits provided in this Section 8(c) shall be a condition to in lieu of any termination or severance payments or benefits for which the Employee’s right to receive and retain Executive may be eligible under any of the amounts set forth in sub-clauses (ii) - (v) above that plans, policies or programs of the Employee (A) timely executes and returns (and does not revoke Company or breach) a valid confidential general release agreement in under the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinWorker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
Appears in 1 contract
Samples: Employment Agreement (Trinseo S.A.)
Termination Without Cause or for Good Reason. In the event of that your employment with the Employee’s termination of employment Company is terminated by the Company without Cause or by the Employee you for Good Reason, the Employee will be entitled to receive then (i) all options which have vested shall continue to be exercisable in a single lump-sum payment accordance with the terms of the Company's stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but unpaid on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to you immediately; (iii) subject to the provisions of Section 6 hereof, all unvested options shall vest immediately prior to such termination of employment to the extent that such options would have vested from the last annual vesting anniversary date (or, if none has yet occurred because such termination of your employment occurs prior to the first such anniversary date, the aggregate amount date of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect grant of service for the prior year (in accordance with Section 6such stock options) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the date of termination date of your employment on a monthly basis, in equal installments, at the rate of one forty-eighth (together, the “Accrued Obligations”), (ii1/48) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, such stock option grant per month; (iv) for a period of twelve (12) months following the Employee’s termination date, provided that Company shall forgive all amounts owed by you in connection with the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), CompanyLoan and make any necessary Gross-paid continued healthcare 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 Employee’s termination date), and Up Payment; (v) acceleration and vesting the Company shall pay to you a severance payment, in a cash lump sum, equal to your Base Salary plus your full annual target bonus (and, based upon the average percentage of historical achievement applicable to the extent applicable2001 and later calendar years or, exercisabilityif such termination of employment shall occur either during the 2001 calendar year or by reason of a Change of Control or other Good Reason with respect to any calendar year, one hundred percent (100%) of all outstanding time-based equity awards held by the Employee on full target bonus for such calendar year) as follows: time of termination number of months' severance payment -------------------------------------------------------------- 1/3/2001 - 11/30/2001 24 months 12/1/2001 - 6/30/2002 18 months 7/1/2002 and beyond 12 months; provided, however, that in the event that the termination date is a result of a Change of Control (but not performance-based awards, which shall continue whether due to vest in accordance with their terms), in each case subject to termination without Cause or your termination for Good Reason following a Change of Control) the conditions herein. It amount of such severance payment shall be a condition no less than 18 months' severance; and (vi) the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the Employee’s right longer of the amount of months to receive and retain which the amounts severance payment applies as set forth in sub-clauses subsection (iid) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto for so long as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinallowed by law.
Appears in 1 contract
Samples: Employment Agreement (Ribozyme Pharmaceuticals Inc)
Termination Without Cause or for Good Reason. In the event of that your employment with the Employee’s termination of employment Company is terminated by the Company without Cause or by the Employee you for Good Reason, the Employee will be entitled to receive then (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (all options which have vested shall continue to be exercisable in accordance with the terms of Section 62(c) (by way of illustration, if the Employee’s termination date is March 15, 2017this Agreement, the Employee will be eligible to receive the EmployeeCompany’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but unpaid vacation pay through on the termination date (togetherof termination, the “Accrued Obligations”), (ii) an amount equal as well as all expenses incurred to the sum date of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date)termination, plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, shall be due and payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, to you immediately; (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal subject to the product of: provisions of Section 5 hereof, fifty percent (A50%) of all unvested options shall become fully vested and exercisable, and the Employee’s Target Bonus for calendar year 2017 multiplied by remaining fifty percent (B50%) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, your unvested options shall terminate; (iv) the Company shall forgive all amounts owed by you in connection with the Loan and make any necessary Gross-Up Payment; (v) the Company shall pay to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the then current calendar year (which shall be equal to thirty percent (30%) of your then current Base Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of twelve (12) months; provided, however, that either in the event you are terminated without Cause within twelve (12) months after the Effective Time or the termination is a result of a Change of Control (whether due to termination without Cause or your termination for Good Reason following a Change of Control) the Employee’s termination dateamount of such severance payment shall be eighteen (18) months’ severance; provided, provided further, that in the Employee timely elects event you obtain other employment during the applicable twelve (12) or eighteen (18) months severance period, your severance payments thereafter shall be reduced on a prospective basis (not to receive continuation coverage under less than 0) in the Company’s group health plans pursuant to amount of cash compensation received by you during the Consolidated Omnibus Budget Reconciliation Act remainder of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), such applicable severance period; and (vvi) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the shorter of eighteen (18) months or for so long as allowed by law; provided, however, that such Health Care Coverage shall terminate upon your obtaining comparable Health Care Coverage from a condition future employer (after taking into account any waiting periods for such coverage to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinbecome effective).
Appears in 1 contract
Termination Without Cause or for Good Reason. In If, during the event of the Term, Employer shall terminate Employee’s termination of employment by the Company without Cause or by the Employee shall terminate Employee’s employment for Good ReasonReason (in each case, the other than pursuant to a Change of Control Termination), then Employee will shall be entitled to receive the Accrued Amounts and, subject to Employee’s (x) compliance with the covenants contained in Section 8 hereof and (y) execution of a release of claims in favor of Employer, its subsidiaries and affiliates and their respective officers and directors in a form provided by Employer (the “Release”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 4(b), the “Release Execution Period”), Employee shall be entitled to receive the following:
(i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (48 equal installment payments payable in accordance with Section 6) (by way of illustrationEmployer’s normal semi-monthly payroll procedures, if which are in the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount aggregate equal to two (2) times the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized annual base salary at the rate in effect on the Employee’s termination date), plus Termination Date and (B) the Employee’s Target Bonus target cash bonus opportunity for the year in which the Employee’s termination Termination Date occurs, payable and which installments shall begin within 30 days after the Termination Date; provided, however, that if the Release Execution Period begins in one cash taxable year and ends in another taxable year, then payments shall not commence until the beginning of the second taxable year;
(ii) a lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion the product of (A) the Target Bonus cash bonus, if any, that Employee would have earned for the fiscal year in which the Employee’s termination Termination Date occurs (pro rated based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Employee was employed by Employer during the year of termination and the denominator of which is the number of days in such year (the calendar “Pro-Rata Bonus”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of Employer generally, but in no event later than two-and-one-half (2 1/2) months following the end of the fiscal year in which the Employee’s termination date occurs through the Employee’s termination dateTermination Date occurs; and
(iii) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely and properly elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), Company-then Employer shall reimburse Employee for the monthly COBRA premium paid continued healthcare coverage under its group health plans at the same levels by Employee for Employee and the same cost to the Employee as would have applied if the Employee’s employment had not been terminated dependents until the earliest of: (based on A) the Employee’s elections in effect on 18-month anniversary of the Employee’s termination date), Termination Date; (B) the date Employee is no longer eligible to receive COBRA continuation coverage; and (vC) acceleration and vesting in full (and, the date on which Employee becomes eligible to the extent applicable, exercisability) of all outstanding time-based equity awards held by the receive substantially similar coverage from another employer. Such reimbursement shall be paid to Employee on the termination date (but not performance-based awards, 15th day of the month immediately following the month in which shall continue to vest in accordance with their terms), in each case subject to Employee timely remits the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinpremium payment.
Appears in 1 contract
Samples: Severance Protection and Restrictive Covenants Agreement (Ameris Bancorp)
Termination Without Cause or for Good Reason. In the event of any termination of this Agreement pursuant to Sections 7.4 or 7.5 hereof:
(a) DMGI shall continue to pay Executive his Base Salary under Section 6.1 hereof at Executive’s then-current salary and maintain his benefits under Section 6.2 hereof (i) through the Employeeremaining term of this Agreement which ends on the third anniversary of the Effective Date, or (ii) for twelve (12) months, whichever period is longer. If such benefits contemplated under Section 6.2 hereof cannot be maintained under the provisions and eligibility of the specific plans (see Section 8.6 below), then DMGI shall pay during the post-termination period the cash equivalent of the cost of benefits under any such plan;
(b) DMGI will pay unreimbursed expenses and accrued vacation through the date of termination pursuant to Sections 6.4 and 6.5 of this Agreement;
(c) For the fiscal year of termination, DMGI shall pay the pro rata portion of the annual incentive bonus otherwise due to Executive pursuant to Section 6.3 hereof, such pro rata bonus amount to be determined at the sole discretion of the Compensation Committee of the Board of Directors based upon the targets, milestones, performance objectives and measurement criteria established for the fiscal year and DMGI’s and Executive’s, as the case may be, actual performance against such targets, milestones, performance objectives and measurement criteria; and
(d) The Restricted Stock Award Agreement and the Stock Option Agreement that Executive enters into with DMGI for the equity incentive awards set forth in Section 6.6 hereof will contain a provision that such awards shall become fully vested in the event of a termination of employment by the Company without Cause pursuant to Sections 7.4 or by the Employee for Good Reason7.5 hereof.
(e) In all cases, the Employee post-termination payments to Executive will be entitled to receive (i) in a single lump-sum reduced for applicable withholding taxes and will be payable on DMGI’s normal payroll dates or bonus payment on dates during the termination dateperiods; provided, however, that if the aggregate total amount of the Employee’s earned but unpaid Base Salarybenefits available to Executive under this Section 8.4, either alone or together with other payments which Executive has the right to receive from DMGI, would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code “), then DMGI shall pay to Executive at the time of termination an additional amount such that the net amount retained by Executive, after deduction of the excise tax imposed by Section 4999 of the Code and any earned but unpaid bonus in respect federal, state and local income tax and excise tax imposed on such additional amount, shall be equal to the amount payable to the Executive under this Section 8.4 as originally determined prior to the deduction of service for the prior year excise tax. In the event of any termination of this Agreement pursuant to Sections 7.4 or 7.5, Executive shall have no duty or obligation whatsoever to seek similar or substitute employment or otherwise mitigate his damages.
(in accordance with Section f) If upon termination Executive is a “specified employee” within the meaning of Code section 409A(a)(2)(B)(i) and the regulations promulgated thereunder, then the payments under Sections 8.4(a) and (c) will not begin sooner than the date that is six (6) months following the date of termination. In the event of a delay in payment provided under this Section 8.4(f), DMGI shall, on the first day of the seventh month following such termination, pay Executive in a lump sum all amounts that would have been paid under Section 8.4(a) and (by way c) through such date if such six-month delay had not occurred.
(g) Executive will only be deemed to have incurred a separation from service under Section 8.4(a) and (c) if it is reasonably anticipated that Executive will not provide significant services for DMGI or an affiliate following such termination (a “Separation from Service”). Whether a termination of illustration, if the Employee’s termination date employment is March 15, 2017, the Employee considered a Separation from Service will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Internal Revenue Code Section 6) 409A, and accrued but unpaid vacation pay through such determination will be based upon the facts and circumstances surrounding the termination date (togetherof employment. While Executive is on military leave, sick leave, or another bona fide leave of absence, the “Accrued Obligations”)employment relationship is treated as continuing intact if the period of leave does not exceed six months, (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustrationor, if the Employee’s termination date is March 1longer, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for so long as Executive has a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s guaranteed right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke return to employment either by law or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinby contract.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of Should your employment be (a) terminated by the Company without Cause “Cause” or by the Employee through your resignation for “Good Reason”, both as defined below; and (b) the Company does not consent at your written request to waive any of the post-employment restrictions contained in Section 2(a) above, and (c) you execute and deliver to Company an irrevocable Separation Agreement and Release, within 60 days after your termination of employment (and any payment that constitutes non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended and any regulations thereunder (the “Code”) that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period), in a form acceptable to the Company, the Employee Company will be entitled to receive (i) in a single lumpcontinue to pay your then-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid current base salary (“Ending Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal less all applicable deductions, according to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employeecompany’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus normal payroll practices for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months immediately following your last date of employment (“Termination Date”) (collectively, the Employee’s termination date“Salary Continuation Payments”); (ii) pay you an amount equal to your actual annual bonus, provided that if achieved (based on you and the Employee timely elects to receive continuation coverage under Company achieving the performance metrics set by the Company’s Compensation Committee) for the fiscal year immediately prior to the fiscal year that includes the Termination Date, but only to the extent you remain continuously employed through the end of the prior fiscal year and such prior fiscal year bonus has not yet been paid as of the Termination Date, and (iii) pay you an amount equal to your target annual bonus, more specifically 75% of your annual base salary, payable in equal installments concurrent with your Salary Continuation Payments; and (iv) reimburse you for out-of-pocket COBRA payments paid by you to continue your group health plans benefits for such twelve-month period, provided you submit relevant supporting documentation to the company evidencing such payments. For purposes of clarity, the bonus payment(s) cited in this paragraph shall be in lieu of and replace any annual bonus payment or portion thereof that might otherwise be payable to you. Notwithstanding anything herein to the contrary, however, your right to receive the foregoing payments shall terminate effective immediately and be of no force and effect upon the date that you become employed or are retained by another entity as an employee, consultant or otherwise, with or without compensation (“New Employment”); provided that if the cash compensation you receive pursuant to such New Employment, including without limitation guaranteed bonus payments relating to the Consolidated Omnibus Budget Reconciliation Act period of 1985your Salary Continuation Payments (“Severance Period”) whether or not paid during the Severance Period (“New Compensation”), is less than your Ending Base Salary, the Company will continue to pay you, in accordance with the regular payroll practices of the Company, an incremental amount during the remaining Severance Period such that the New Compensation payments you receive together with such incremental amount will equal your Ending Base Salary on an annualized basis. In addition, your right to receive the COBRA reimbursements shall cease immediately upon your being eligible for coverage under another group health plan. You shall immediately notify the Chief Administration Officer of the Company upon obtaining New Employment and provide all information regarding compensation and medical coverage reasonably requested by the Company. If you fail to so notify the Chief Administrative Officer, (a) you will forfeit your right to receive the payments described above (to the extent the payments were not theretofore paid) and (b) the company shall be entitled to recover any payments already made to you or on your behalf. Notwithstanding the foregoing, in the event you are a “specified employee” (within the meaning of Section 409A(2)(B) of the Internal Revenue Code of 1986, as amended (the “COBRACode”)) on the Termination Date and the Salary Continuation Payments to be paid to you within the first six months following such date (the “Initial Payment Period”) exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) (the “Limit”), Company-then: (i) any portion of the Salary Continuation Payments that is payable during the Initial Payment Period that does not exceed the Limit shall be paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts times set forth in sub-clauses above; (ii) - any portion of the Salary Continuation Payments that is a “short-term deferral” within the meaning of Treas. Regs. Section 1.409A-1(b)(4)(i) shall be paid at the times set forth above; (viii) above any portion of the Salary Continuation Payments that exceeds the Employee (A) timely executes Limit and returns is not a “short-term deferral” (and does not revoke or breachwould have been payable during the Initial Payment Period but for the Limit) a valid confidential general release agreement in shall be paid on the form attached hereto as Schedule Bfirst business day of the first calendar month that begins after the six-month anniversary of the Termination Date or, if earlier, on the date of your death; and (Biv) complies fully any portion of the Salary Continuation Payments that is payable after the Initial Payment Period shall be paid at the times set forth above. It is intended that each installment, if any, of the payments and in all respects with benefits, if any, provided to you under this Section 3 shall be treated as a separate “payment” for purposes of Section 409A of the Employee’s obligations under Section 12 hereinCode.
Appears in 1 contract
Samples: Non Disclosure, Non Solicitation, Non Competition Agreement (J Crew Group Inc)
Termination Without Cause or for Good Reason. In the event of that your employment with the Employee’s termination of employment Company is terminated by the Company without Cause or by the Employee you for Good Reason, the Employee will be entitled to receive then (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (all options which have vested shall continue to be exercisable in accordance with Section 6the terms of the Company’s stock option plan and applicable legal requirements; (ii) (by way all payments of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) Base Salary and bonuses accrued but unpaid vacation on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to you immediately; (iii) subject to the provisions of Section 4 hereof, your unvested options shall continue to vest, on a monthly basis, during the applicable nine (9) or twelve (12) month severance period described in Section 3(d)(iv) below, but such continuing vesting of your unvested options shall cease upon your obtaining new comparable employment during the applicable severance period; (iv) the Company shall pay through to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the then current calendar year (which shall be equal to twenty percent (20%) of your then current Base Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of nine (9) months; provided, however, that in the event you are terminated as a result of a Change of Control (whether due to termination date (togetherwithout Cause or your termination for Good Reason following a Change of Control), the “Accrued Obligations”)amount of such severance payment shall be twelve (12) months’ severance; provided, further, that in the event you obtain other employment during the applicable nine (ii9) an or twelve (12) month severance period, your severance payments thereafter shall be reduced on a prospective basis (not to less than 0) in the amount equal of cash compensation received by you during the remainder of such applicable severance period; and (v) the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the sum shorter of (A) eighteen (18) months’ gross Base Salary months or for so long as allowed by law; provided, however, that such Health Care Coverage shall terminate upon your obtaining comparable Health Care Coverage from a future employer (calculated based on the Employee’s annualized rate in effect on the Employee’s termination dateafter taking into account any waiting periods for such coverage to become effective), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. The Company may terminate the Executive’s employment at any time without Cause or the Executive may resign at any time for Good Reason (as that term is defined herein) upon 30 days’ advance notice to the other party (in each case, a “Qualifying Termination”), subject to the Company’s right, at its election, to reduce the duration of the notice period upon notice to the applicable party, in which case the last day of the reduced notice period shall constitute the date of termination. In the event of the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reasonsuch a Qualifying Termination, the Employee Executive will be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustrationAccrued Benefits and, if the Employee’s termination date is March 15Executive (1) executes a commercially reasonable release of any and all claims arising from, 2017or related to, the Employee will Executive’s employment with the Company, which release shall be eligible to receive in substantially the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date form attached as Exhibit B hereto (together, the “Accrued Release”), and the applicable revocation period with respect thereto expires within 30 days following the date of termination; and (2) continues to comply with all restrictive covenants and all other material ongoing obligations to which he is subject (the “Obligations”), then the Company shall:
(iii) provide the Executive with a lump sum cash payment in an amount equal to 100% of the sum of (A) eighteen (18) months’ gross Executive’s Base Salary (calculated based on the Employee’s annualized rate then in effect on the Employee’s termination date)effect, plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day shall be paid within 60 days following the Employee’s termination date, date of termination;
(iiiii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus Executive qualifies for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), Company-paid continued healthcare continue to make monthly contributions in respect of the Executive’s coverage under its the Healthcare Plan for 12 months following the date of termination, in each case, in an amount equal to the contribution the Company would have made if the Executive had continued to be an active employee (assuming the applicable rates in effect as of the date of the Executive’s termination of employment); provided that, the Company’s obligations under this Section 8(b)(ii) shall terminate on the earlier of (i) the date on which the Executive enrolls in a group health plans at plan offered by another employer and (ii) the same levels date on which the Executive is no longer eligible for continuation coverage under COBRA; provided further that, notwithstanding the foregoing, in the event such Company contributions, may, in the Company’s reasonable view, result in tax or other penalties on the Company, this provision shall terminate and the same cost parties shall, in good faith, negotiate for a substitute provision that provides substantially a similar benefit to the Employee as would have applied if the Employee’s employment had Executive but does not been terminated result in such tax or other penalties; and
(based on the Employee’s elections in effect on the Employee’s termination date), iii) cause any then-unvested RSUs and (v) acceleration and vesting in full (and, options to the extent applicable, exercisability) of all outstanding time-based equity awards purchase Menlo common stock held by the Employee on Executive to become fully vested and exercisable and provide that such options remain exercisable for ninety days following the date of termination date (but not performance-based awards, which shall continue to vest in accordance with their termsthe “Equity Acceleration”), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. In If the event of the EmployeeExecutive’s termination of employment hereunder is terminated by the Company without Without Cause pursuant to Section 5(a)(iv) or by the Employee Executive for Good ReasonReason pursuant to Section 5(a)(v), subject to the terms and conditions of this Agreement, including Sections 6(d) and 6(e) below, the Employee will be entitled to receive Company shall (i) in pay the Executive a single lump-sum severance payment equal to fifty-two (52) weeks’ base salary, minus such deductions as may be required by law or reasonably requested by the Executive, on the termination date, date which is sixty (60) days following the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) Termination Date and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve fifty-two (1252) months weeks following the EmployeeTermination Date, provide for medical and dental continuation coverage for the Executive, his spouse, and eligible dependents, on the terms set forth below ((i) and (ii) together are hereinafter ‘‘Severance”). If the Executive is enrolled in the Company’s termination datemedical and dental plans on the Termination Date, he may elect to continue his participation and that of his spouse and eligible dependents in those plans for a period of time under the federal law commonly known as “COBRA”. If the Executive elects coverage under COBRA by signing and returning the COBRA election form provided by the Company no later than the date he is required to sign and return the Release, then, for a period of fifty-two (52) weeks following the Termination Date, provided he remains eligible for coverage under COBRA and the Company’s medical and dental plans, the Executive will pay the full monthly premium cost under Section 4980 of the Code, and the Company shall pay the Executive a cash amount equal, on an after-tax basis, to the Company’s portion of the premium cost of the Executive’s coverage and that of his spouse and eligible dependents under those plans as of the Termination Date. The Company shall make such payments to the Executive on the first business day of each month, commencing with the month immediately following the Termination Date, provided that the Employee timely elects first two payments shall be made on the sixtieth (60) calendar day after the Termination Date. The Company shall have no further obligation to receive continuation coverage under make such payments to the Executive after the earlier of (x) the month following the date that the Executive (or, where applicable, his spouse and eligible dependents) cease to participate in the Company medical and dental plans or otherwise elect not to continue the applicable medical or dental coverages described in this Section 6(c) and (y) the date that is fifty-two (52) weeks following the Termination Date. The Executive shall keep the Company informed on whether or not the Executive has obtained new employment and upon request shall provide documentation to the Company regarding the Executive’s employment status during the period in which the Executive receives Severance from the Company’s group health plans pursuant . In addition, the Company shall pay or provide to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee Executive (A) timely executes all base salary pursuant to Section 3(a) hereof which has been earned but unpaid as of the Termination Date and returns any vacation time pursuant to Section 3(f) hereof which has been earned but unused as of the Termination Date, each of which shall be paid within thirty (and does not revoke or breach30) a valid confidential general release agreement in days following the form attached hereto as Schedule B, date of termination of employment; and (B) complies fully and any benefits to which the Executive may be entitled under any employee benefits plan, policy or arrangement pursuant to Section 3(b) hereof in all respects which he is a participant in accordance with the Employee’s obligations under Section 12 hereinwritten terms of such plan, policy or arrangement up to and including the Termination Date.
Appears in 1 contract
Termination Without Cause or for Good Reason. In Subject to Section 5.4, if Xxxxxxx’ employment with the event Company is terminated by the Company without Cause pursuant to Section 4.3, or by Xxxxxxx for Good Reason pursuant to Section 4.6, Xxxxxxx will be entitled only to the following:
a. accrued and unpaid Base Salary through the date of termination, subject to applicable law;
b. reimbursement for any reimbursable business expenses accrued through the date of termination but not yet reimbursed by the Company in accordance with the Company’s policies;
c. such employee benefits, if any, as may be provided under the terms of the EmployeeCompany’s employee benefit plans, solely in accordance with the terms and conditions of such plans or by law;
d. all restricted stock units granted pursuant to Section 3.2(i) above shall become fully vested and will be settled within 65 days following Xxxxxxx termination of employment;
x. Xxxxxxx’ annual cash incentive bonus for the calendar year in which the termination of employment occurs will be prorated for the portion of the year during which Xxxxxxx was employed and calculated and paid based on Xxxxxxx’ target cash incentive bonus for that calendar year. The pro-rated bonus payment under this Section 5.1(e) shall be made on the next regularly scheduled payroll date following the 60th day after the date of termination of Xxxxxxx’ employment;
f. except in the context of a Corporate Change (as that term is currently defined in the Incentive Plan), which is addressed in Section 5.1(g) below, the Company will pay Xxxxxxx xxxxxxxxx in an amount equal to 12 months of his then Base Salary, paid in one lump sum amount, and all of Xxxxxxx’ unvested time-vesting awards under the Incentive Plan will immediately vest and be settled within 65 days following termination of employment. The severance payment under this Section 5.1(f) shall be made on the next regularly scheduled payroll date following the 60th day after the date of termination of Xxxxxxx’ employment; and
g. if Xxxxxxx’ employment with the Company is terminated by the Company without Cause or by the Employee Xxxxxxx for Good Reason, in each case in connection with or within 18 months following the Employee will be entitled to receive consummation of a Corporate Change (i) as that term is currently defined in a single lump-sum payment on the termination dateIncentive Plan), the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus Company will pay Xxxxxxx severance in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to 24 months of his then Base Salary, paid in one lump sum amount, and all of Xxxxxxx’ equity grants under the sum of (AIncentive Plan will immediately vest. The payment under this Section 5.1(g) eighteen (18) months’ gross Base Salary (calculated based shall be made on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day next regularly scheduled payroll date following the Employee’s 60th day after the date of termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number Xxxxxxx’ employment. Each installment of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee severance payment will be eligible to receive an amount equal to treated as a separate payment for purposes of Internal Revenue Code (the product of: (A“Code”) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (andSection 409A, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of that (a) your employment is terminated by the Company without Cause (as defined below) or by the Employee you for Good ReasonReason (as defined below and in accordance with the process set forth below), (b) such termination does not occur in the 18-month period following a Change of Control (as defined below), and (c) within sixty (60) days following your termination date you timely execute and do not revoke a separation and release agreement drafted by and satisfactory to the Company (the “Separation Agreement”), the Employee Company will provide you with the following payments (the “Severance Payments”):
x. Xxxxxxxxx pay equal to 2.4 times your then current base salary, payable in 24 bimonthly installments on the Company’s usual payroll dates starting on the Payment Commencement Date (as defined below) and minus all applicable taxes and withholdings; and
ii. Should you be entitled eligible for and timely elect to receive (i) in continue receiving group medical insurance pursuant to the federal “COBRA” law, the Company shall pay a single lump-lump sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year Payment Commencement Date (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (iias defined below) an amount equal to the sum cost of (A) the COBRA payments for a period of eighteen (18) months’ gross Base Salary , subject to all applicable taxation; and
iii. Should your termination without Cause or resignation for Good Reason occur within the 12 months of your Hire Date, twenty-five (calculated 25) percent of your initial time-based equity awards described in Section 17A shall vest on the Employee’s annualized rate date of the Payment Commencement Date. Should such termination occur on or after the 12 month anniversary of your Hire Date, the vesting of your initial time-based equity awards described in effect on Section 17A shall be the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year percentage in which you were vested as of your date of termination plus any vesting that would occur through the Employee’s termination occurs, payable in one cash lump sum end of the quarter of the date of termination. The Severance Payments shall commence on the sixtieth (60th) day following your date of termination (the Employee’s “Payment Commencement Date”); provided, however, that if by the 60th day following your date of termination datethe Severance Agreement has not become binding, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will then you shall not be eligible to receive an amount equal entitled to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare coverage under its group health plans at the same levels Severance Payments and the same cost to the Employee as would have applied if the Employee’s employment had Severance Payments shall not been terminated (based on the Employee’s elections in effect on the Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which be paid or commence. All Severance Payments shall continue to vest in accordance with their terms), in each case be subject to the terms and conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in subSection 15 below and subject to your continued compliance with Section 9, Limited Non-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule BCompetition, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinabove.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company without Cause or by the Employee for Good Reason, the Employee will shall be entitled to accrued and unpaid compensation through the Termination Date. In addition, provided Employee signs, delivers to Company, and does not revoke, within thirty (30) days following the Termination Date, a general release and waiver in a form acceptable to the Company (the general form of which is attached hereto as Exhibit A) (the “Severance Conditions”), Employee shall receive the following severance package:
(i) in a single lump-sum payment on the termination date, the aggregate amount severance equivalent to one hundred percent (100%) of the Employee’s earned but unpaid Base then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and
(ii) to the extent Employee participates in any earned but unpaid bonus medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Employee’s Termination Date, the Company shall pay to Employee in respect a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the monthly premium cost to Employee of service continued coverage for the prior year (Employee that would be incurred for continuation coverage under such plans in accordance with Section 64980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums; and
(iii) (by way of illustrationA) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if the Employee’s termination date employment is March 15terminated in January, 2017prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the Employee will be eligible payment of the Bonus related to receive the Employee’s annual bonus for calendar such preceding year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 is terminated (based on in July, prior to the Employee’s elections in effect on payment of bonuses related to the Employee’s termination datepreceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), and if any (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms“Unpaid Bonus”), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in all respects equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s obligations under Section 12 hereinTermination Date; and
(iv) to the extent that the aggregate amount paid to the Employee pursuant to Sections 4(b)(i), 4(b)(ii), and 4(b)(iii) does not equal at least $1,000,000 (such difference, the “Additional Termination Consideration”), PROS Holdings will accelerate vesting of the number of equity awards (including, without limitation, any awards of restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with respect to such shares that would have vested following the Termination Date, equal to the Additional Termination Consideration (if any) divided by the Average Share Price as of the Termination Date (for example, if (i) the aggregate amount paid to Employee pursuant to Sections 4(b)(i-iii) is $900,000 and (ii) the Average Share Price as of the Termination Date is $100; then, Employee shall be entitled to the vesting of equity awards equal to 1,000 shares of PROS Holdings common stock). For purposes of this paragraph, “Average Share Price” means the average of the daily closing prices per share of PROS Holdings common stock as reported on the New York Stock Exchange for all trading days falling within the 30 calendar days preceding the Termination Date.
Appears in 1 contract
Termination Without Cause or for Good Reason. In If the event of Executive’s employment by the Employee’s termination of employment Company is terminated (x) by the Company without Cause (and other than, for the avoidance of doubt, on account of the Executive’s Disability or death), or (y) by the Employee Executive for Good Reason, the Employee will be entitled to receive Company shall pay or provide the Executive with the following:
(i) the Accrued Benefits;
(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 to the extent the applicable Annual Bonus is a single lumpDiscretionary Bonus, and pro-sum payment 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(b); and
(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, an amount equal to (x) the Employee’s Base Salary at the rate being paid at the termination date, plus (y) the aggregate amount of the EmployeeExecutive’s earned but unpaid Base SalaryTarget Bonus, any earned but unpaid bonus payable in respect of service for the prior year (equal installments in accordance with Section 6the Company’s normal payroll schedule during the twelve (12) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through month period following the termination date (together, the “Accrued ObligationsSeverance Period”). Notwithstanding the foregoing, (ii) an amount equal to the sum extent that the payment of any amount under this Section 7 constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate as defined in effect on the Employee’s termination dateSection 21 hereof), plus any such payment scheduled to occur during the first sixty (B60) the Employee’s Target Bonus for the year in which the Employee’s days following such termination occurs, payable in one cash lump sum on shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and payments and benefits provided in this Section 7(c) shall be in lieu of any termination or severance payments or benefits for which the Employee’s termination date, (iii) an amount equal to a pro rated portion Executive may be eligible under any of the Target Bonus for plans, policies or programs of the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage Company or under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Worker Adjustment Retraining Notification Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke 1988 or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinany similar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. In Notwithstanding any other provision in this Agreement and except as otherwise provided in Section 2(e)(ii) or 2(g), in the event of that the EmployeeRecipient’s termination of employment Continuous Service is terminated before the RSUs are fully vested in accordance with Section 2(b) either by the Company or any Related Entity without Cause or by the Employee Recipient for Good Reason, the Employee will be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount RSUs equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (xX) the number of days full months of Continuous Service between January 1the first day of the Performance Period and the date of termination, 2017 and March 1, 2017 divided by (yY) 365the total number of full months between the first day of the Performance Period and the final Vesting Date (the “Prorated RSUs”), payable will vest in one cash lump sum on accordance with the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination datefollowing, provided that the Employee timely elects to receive continuation coverage under Performance Goals described herein are attained during the CompanyPerformance Period:
(i) If the Recipient’s group health plans pursuant Separation from Service occurs prior to the Consolidated Omnibus Budget Reconciliation Act first Vesting Date set forth in Section 2(b), the Prorated RSUs will vest on such Vesting Date and, notwithstanding any other provision herein, including without limitation Section 4(b), settlement of 1985the Prorated RSUs will be made on such Vesting Date.
(ii) If the Recipient’s Separation from Service occurs after the first Vesting Date set forth in Section 2(b), as amended the Prorated RSUs, less the RSUs that became vested and settled prior to the Recipient’s Separation from Service (the “COBRARemaining Prorated RSUs”), Company-paid continued healthcare coverage under its group health plans at will vest on the same levels and Participant’s Separation from Service and, notwithstanding any other provision herein, including without limitation Section 4(b), settlement of the same cost Remaining Prorated RSUs will be made on such Separation from Service. The Percentage Payable and, if applicable, any modifications 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 Employee’s termination date)number of Shares payable pursuant to this Award, and (v) acceleration and vesting in full (and, shall be determined according to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts performance criteria set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.Exhibit A.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Lifepoint Health, Inc.)
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment by that the Company terminates the Executive’s employment without Cause or by the Employee Executive resigns for Good ReasonReason by delivery of written notice to the Company within the sixty (60) day period commencing upon the occurrence of Good Reason (with such termination effective only in the event that the Company, as applicable, fails or is unable to cure said Good Reason within thirty (30) days after such written notice is delivered to the Employee Company), then:
(a) The Executive will receive:
(1) all benefits described in Sections 6.6(a)(1) and (3), and
(2) subject to the Executive’s (x) execution, delivery and non-revocation (during the revocation period specified in the Form of Release) of the Form of Release within thirty-five (35) days following the Date of the Termination (which Form of Release shall be entitled delivered to receive the Executive within two (2) days following the Date of Termination), (y) continued compliance with the various post-employment restrictive covenants set forth in Sections 7, 8 and 9 (subject, in all cases, to the materiality, notice and cure provisions set forth in Section 7.4) , and (z) tender of his resignation from the Company Board within thirty five (35) days following the Date of Termination:
(i) in a single lump-sum payment on the termination date, the aggregate amount continuation of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect Salary for a period of service for the prior year twenty-four (24) months all to be paid in accordance with Section 6the Company’s normal payroll practices over the twenty-four (24) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based month period commencing on the Employee’s annualized rate in effect Date of Termination; provided that the first payment shall be made on the Employee’s termination date), plus thirty-sixth (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th36) day following the Employee’s termination date, Date of Termination and shall include any amounts that would have otherwise been due prior to such thirty-sixth day; and
(iii3) an amount equal to a pro rated portion of the Target Bonus continued coverage for the year in which the Employee’s termination occurs Executive (pro rated based on the number of days and/or any spouse or dependent who participates in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (ivCompany health insurance plans) for a period of twelve eighteen (1218) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage Date of Termination under the Company’s group health insurance plans pursuant in accordance with the terms thereof, at the same level and with the same subsidy by the Company as was provided to the Consolidated Omnibus Budget Reconciliation Act Executive immediately prior to the Date of 1985Termination (such continuing coverage by the Company will be regardless of any continuation of coverage the Executive is entitled to under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “COBRACode”)), Company-paid continued healthcare until the Executive elects corresponding coverage under its group by another employer’s health plans at insurance plan.
(b) Treatment of equity upon 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 EmployeeExecutive’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest be determined in accordance with their terms)the terms and conditions of the ManageCo LPA and the NTI LPA, in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinapplicable.
Appears in 1 contract
Termination Without Cause or for Good Reason. In Should your employment be (a) terminated by the event Company without “Cause,” as defined below, or terminated by you for “Good Reason,” as defined below; and (b) the Company does not consent to waive any of the Employee’s post-employment restrictions contained in paragraph 2(a) above, and (c) you execute and deliver to Company an irrevocable Separation Agreement and Release, within 60 days after your termination of employment (and any payment that constitutes non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended and any regulations thereunder (the “Code”) that otherwise would be made within such 60-day period pursuant to this paragraph shall be paid at the expiration of such 60-day period), in a form acceptable to the Company, the Company will pay you a severance payment equal to (i) a lump sum amount equal to the product of (x) the annual bonus, if any, that you would have earned based on the actual achievement of the applicable performance objectives in the fiscal year which includes the date of your termination of employment had your employment not been terminated and (y) a fraction, the numerator of which is the number of days in the fiscal year that includes the date of your termination through the date of such termination and the denominator of which is 365, payable when bonuses are generally paid to employees of the Company, but in no event later than the 15th day of the third month following the end of the year with respect to which such bonus was earned; (ii) twelve (12) months of your then-current base salary, to be paid, less all applicable deductions, according to the Company’s normal payroll practices for a period coextensive with the restricted period (twelve months); and (iii) during the restricted period, reimbursement for out-of-pocket COBRA payments paid by you to continue your group health benefits, provided you submit relevant supporting documentation to the Company evidencing such payments. Notwithstanding anything herein to the contrary, however, your right to receive the foregoing payments shall terminate effective immediately upon the date that you become employed by another entity as an employee, consultant or otherwise, and you agree to notify the Senior Vice-President of Human Resources in writing prior to the effective date of any such employment. If you fail to so notify the Senior Vice-President of Human Resources, (a) you will forfeit your right to receive the payments described above (to the extent the payments were not theretofore paid) and (b) the Company shall be entitled to recover any payments already made to you or on your behalf. Notwithstanding the foregoing paragraph, in the event your employment is terminated by the Company without Cause or by the Employee you for Good Reason, and you are a “specified employee” within the Employee will be entitled to receive meaning of Section 409A of Code (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount as determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, methodology established by the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate Company as in effect on the Employee’s termination datedate of your termination), plus any amounts that are considered “nonqualified deferred compensation” (Bwithin the meaning of Section 409A of the Code) payable to you on account of your “separation from service” (within the Employee’s Target Bonus meaning of Section 409A of the Code) during the six month period immediately following the date of such “separation from service” (not including any accrued but unpaid base salary as of the date of your termination of employment) shall be deferred and accumulated for a period of six months from the year date of separation from service and paid in which the Employee’s termination occurs, payable in one cash a lump sum on the sixtieth (60th) first day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs seventh month following such separation from service (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustrationor, if the Employee’s termination date is March 1, 2017earlier, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number date of days between January 1, 2017 and March 1, 2017 by (y) 365your death), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Samples: Non Disclosure, Non Solicitation and Non Competition Agreement (J Crew Group Inc)
Termination Without Cause or for Good Reason. In If your employment is terminated by us without Cause during the event Initial Term (which will include, but is not limited to, termination due to expiration of the Employee’s termination of employment by the Company Initial Term without Cause or by the Employee for Good Reason, the Employee will be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (renewal where we have notified you in accordance with Section 61(b) that we do not intend to renew the Agreement) or is terminated by you for Good Reason during the Initial Term, then for so long as you comply with your continuing obligations under Section 4 we will pay or provide you with the following: (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee 1) we will be eligible continue to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross your monthly Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s immediately before termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) your employment for a period of twelve 12 months (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRASalary Continuation Period”), Company-paid continued healthcare 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 Employee’s termination date), and (v2) acceleration at our option, either pay the cost of COBRA medical and vesting dental benefits coverage for a period of 6 months or pay you an amount each month for 6 months equal to the cost of providing COBRA medical and dental benefits. To receive the benefits described in full (andthis Section 6(b), you will be required to sign a general release of claims in a form we deem acceptable. The release must be provided, and any revocation period must have expired, not later than 60 days after termination of employment. If the foregoing conditions are satisfied then, except as provided below, payment of salary continuation and other benefits will begin 60 days after termination of employment. Notwithstanding any contrary provision of this Section 6(b), if you are a Specified Employee at the time employment terminates, the payments described in Section 6(b) will, to the extent applicablesuch amounts are deferred compensation within the meaning of Code Section 409A, exercisabilitybe delayed until the date that is the earlier of (i) six months after your termination of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awardsemployment, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses or (ii) - the date of your death, and upon reaching that date, all amounts that would have been paid during the six-month delay period, plus interest thereon at the prime rate (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement as published in the form attached hereto as Schedule BWall Street Journal) from the date the payment would have been made but for this paragraph to the date of payment, will be paid in a single lump sum, and (B) complies fully and all remaining amounts will be paid in all respects with equal monthly payments for the Employee’s obligations under Section 12 herein.remainder of the Salary Continuation Period. Except as otherwise expressly provided in this Agreement or in any Benefit Plan, we will have no further obligation to you
Appears in 1 contract
Samples: Employment Agreement (Spirit AeroSystems Holdings, Inc.)
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment is terminated (or this Agreement is not renewed for any additional Renewal Term) by the Company without Cause or by the Employee for Good Reason, the Employee will shall be entitled to accrued and unpaid compensation through the Termination Date. In addition, provided Employee signs, delivers to Company, and does not revoke, within thirty (30) days following the Termination Date, a general release and waiver in a form acceptable to the Company (the general form of which is attached hereto as Exhibit A) (the “Severance Conditions”), Employee shall receive the following severance package:
(i) in a single lump-sum payment on the termination date, the aggregate amount severance equivalent to one hundred percent (100%) of the Employee’s earned but unpaid Base then current annual Salary, less applicable withholding and deductions, paid in equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s Termination Date; and
(ii) to the extent Employee participates in any earned but unpaid bonus medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Employee’s Termination Date, the Company shall pay to Employee in respect a lump sum a fully taxable cash payment in an amount equal to twelve (12) times the monthly premium cost to Employee of service continued coverage for the prior year (Employee that would be incurred for continuation coverage under such plans in accordance with Section 64980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding, payable on the first payday following the 30th day after Employee’s Termination Date. Employee may, but is not obligated to, use such payment toward the cost of continuation coverage premiums; and
(iii) (by way of illustrationA) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the Termination Date (for example, (i) if the Employee’s termination date employment is March 15terminated in January, 2017prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the Employee will be eligible payment of the Bonus related to receive the Employee’s annual bonus for calendar such preceding year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 is terminated (based on in July, prior to the Employee’s elections in effect on payment of bonuses related to the Employee’s termination datepreceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), and if any (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms“Unpaid Bonus”), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully the Bonus within the Applicable Bonus Plan that Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the Termination Date (the “Forward Bonus”). The Unpaid Bonus shall be payable on the first payday following the 30th day after Employee’s Termination Date, and the Forward Bonus shall be payable in all respects equal installments over a twelve (12) month period on Company’s regular paydays, with the first such installment payment made on the first payday following the 30th day after Employee’s obligations under Section 12 hereinTermination Date; and
(iv) the acceleration of vesting all equity awards (including, without limitation, any awards of stock options, restricted stock, restricted stock units, and/or performance shares or units) issued to the Employee by PROS Holdings with respect to such shares that would have vested following the Termination Date.
(v) the acceleration of vesting of all market stock awards issued to the Employee by PROS Holdings. For the purposes of determining the number of earned units (if any) following the vesting of market stock units, the Performance Period (as defined in the market stock unit award) will be deemed to have ended on the Termination Date.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of that the EmployeeExecutive’s termination of employment by the Company without Cause is terminated pursuant to Section 5(a)(iv) or by the Employee for Good Reason5(a)(v) hereof, the Employee will Executive shall be entitled to receive receive: (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), Compensation; (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occursPro Rata Bonus, payable in one cash in a lump sum on after the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion end of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date Termination Date occurs through and no later than March 15th following such calendar year; (iii) severance pay equal to twelve (12) months of Base Salary at the Employee’s termination daterate in effect on the Termination Date, payable as provided in the next following sentence; (iv) twelve (12) months of continued medical and life insurance benefits on the same basis as active employees receive such coverage, with such life insurance benefits payable as provided in the last sentence of this Section 6(c); and (v) Pro-Rata Vesting (as defined below) of the Initial Grant. The severance pay contemplated by way clause (iii) of illustration, if the Employee’s termination date is March 1, 2017, the Employee will immediately preceding sentence shall be eligible to receive paid as follows: (x) an amount equal to twelve (12) months of Base Salary shall be paid in twelve (12) monthly installments over the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the EmployeeTermination Date (and subject to Section 6(d), the first of such installments shall be paid on the 30th day following the Termination Date. The life insurance premium contributions contemplated by clause (iv) of this Section 6(c) shall be paid as follows: (x) any premium contributions required to be made during the twelve (12) months following the Termination Date shall be paid upon such required contribution payment dates. If, following the Effective Date, the Executive’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans employment is terminated pursuant to Section 5(a)(iv) or 5(a)(v) hereof, in respect of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Initial Grant (“COBRA”and only such grant), Companythe provisions of the applicable award agreement evidencing the Initial Grant shall be modified so that such performance shares shall remain outstanding through the scheduled vesting dates thereof and shall vest pro rata through the Termination Date (the “Pro-paid continued healthcare 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 (Rata Vesting”) and/or be forfeited based on the Employee’s elections in effect on satisfaction of the Employee’s termination date), and (v) acceleration and vesting in full (and, applicable performance goals to the same extent applicable, exercisability) of all outstanding time-based equity awards held by as if the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject Executive’s services to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does Company had not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinended.
Appears in 1 contract
Samples: Employment Agreement (Third Point Reinsurance Ltd.)
Termination Without Cause or for Good Reason. This Agreement and the Services Term may be terminated by Xxxxxxxx for Good Reason or by the Company without Cause. In the event of the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reasonsuch termination, the Employee will Xxxxxxxx shall be entitled to receive (i) the Accrued Amounts and subject to Xxxxxxxx’x compliance with ii, Section 7, Section 8, and Section 9 of this Agreement and Xxxxxxxx’x execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a single lumpform provided by the Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60-sum payment on the termination dateday period, the aggregate amount of “Release Execution Period”), Baechler shall be entitled to receive the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year following:
(a) equal installment payments payable in accordance with Section 6) the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to Xxxxxxxx’x base salary equal to the maximum salary such Xxxxxxxx received during the Employment Term (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued ObligationsTermination Base Salary”), which shall begin within ten (ii10) an days following the Termination Date; provided that, the first installment payment of such Termination Base Salary shall include all amounts that would otherwise have been paid to Xxxxxxxx during the period beginning on the Termination Date and ending twelve (12) months thereafter;
(b) An amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Xxxxxxxx’x target Annual Bonus for the year in which the Employee’s termination occurstakes place, payable in one cash lump sum with all criterion for such Annual Bonus deemed to be achieved
(c) Vesting of (i) an additional 12 months (removing any cliff) under all time-based vesting schedules for equity based incentives held by Xxxxxxxx;
(d) the Company shall reimburse Xxxxxxxx for up to $3,500 of the monthly U.S. health insurance premium paid by Xxxxxxxx for himself and his dependents. Such reimbursement shall be paid to Xxxxxxxx on the sixtieth (60th) day tenth of the month immediately following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year month in which Xxxxxxxx timely remits the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will premium payment. Xxxxxxxx shall be eligible to receive an amount equal to such reimbursement until the product earliest of: (Ai) the Employee’s Target Bonus for calendar year 2017 multiplied by 12-month anniversary of the Termination Date; (Bii) the quotient obtained by dividing date Xxxxxxxx is no longer eligible to receive COBRA continuation coverage; and (xiii) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum date on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects which Xxxxxxxx becomes eligible to receive continuation health insurance coverage under from another employer or other source. Notwithstanding the foregoing, if the Company’s group health making payments under this Section 5.2(d) would violate the nondiscrimination rules applicable to non- grandfathered plans pursuant to under the Consolidated Omnibus Budget Reconciliation Affordable Care Act of 1985, as amended (the “COBRAACA”), Company-paid continued healthcare coverage or result in the imposition of penalties under its group health plans at the same levels ACA 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 Employee’s termination daterelated regulations and guidance promulgated thereunder), and (vthe parties agree to reform this Section 5.2(b) acceleration and vesting in full (and, a manner as is necessary to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects comply with the Employee’s obligations under Section 12 hereinACA, while providing as much of the intended benefit as possible.”
Appears in 1 contract
Termination Without Cause or for Good Reason. In If, during the event Employment Term, the Key Employee’s employment is terminated by the Company Without Cause or the Key Employee terminates the Key Employee’s employment with the Company for Good Reason, the Key Employee shall be entitled to (a) the Key Employee’s unpaid Base Salary through the date of termination; (b) any compensation and benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which the Key Employee is a participant in accordance with the terms and conditions of such compensation and benefit plans; (c) a lump sum payment equal to the Key Employee’s Severance Pay; and (d) during the Severance Period, Company-paid benefit continuation coverage, on an insured or uninsured basis as determined by the Company in its sole discretion, concurrent with COBRA, for the Key Employee and the Key Employee’s family under the welfare benefit plans specified in Section 2.3(e) in which the Key Employee is a participant, on the same basis as such benefits are provided to active employees. Unless otherwise indicated in this Agreement and subject to Section 3.12(a), the payment of Base Salary through the date of termination and the payment of any other cash compensation to which the Key Employee is entitled under this Agreement that is not exempt from Code Section 409A shall be made in a lump sum payment as soon as administratively reasonable but not later than ninety (90) days following the date of the Key Employee’s termination. Subject to Section 3.12(a) and Section 3.12(b), reimbursements or in-kind benefits to which the Key Employee is entitled that are not exempt from Code Section 409A shall be paid as soon as administratively reasonable following the date of payments as set forth in this Agreement, or the applicable plan, practice, policy or program. Subject to Section 3.8, Section 3.11 and Section 3.12(a), the payment of any Severance Pay and the continuation of welfare benefit plan coverage, as provided in Section 2.3(e), shall be made (or commence) in the month immediately following the month in which the waiver and release of claims described in Section 3.8 becomes non-revocable (if applicable under Section 3.8) and in any event the payment of any Severance Pay under this Agreement shall be made no later than March 15 of the Key Employee’s taxable year following the taxable year in which the Key Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason, the Employee will be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. In addition to the payments provided for in Section 5(a), in the event of the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason, the Employee will be entitled to receive that (i) in a single lump-sum payment on the termination dateCompany terminates your employment other than for death, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service disability or Cause pursuant to Section 4(d) or you terminate your employment for the prior year (in accordance with Good Reason pursuant to Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”4(e), ; (ii) an amount equal to you comply fully with all of your obligations under all agreements between the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, Company and you; and (iii) an amount equal you execute, deliver to a pro rated portion the Company, within sixty (60) days of the Target Bonus for termination of your employment, and do not revoke a general release (in a form acceptable to the year in Company) releasing and waiving any and all claims that you have or may have against the Company, its directors, officers, employees, agents, successors and assigns with respect to your employment (other than any obligation of the Company set forth herein which specifically survives the Employee’s termination occurs of your employment), then (pro rated i) the Company will provide you with twenty-four (24) months of severance pay based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), your then current Base Salary and (vii) acceleration all time-based stock options and vesting in full (and, to the extent applicable, exercisability) of all outstanding other time-based equity awards held by you hold in which you would have vested if you had been employed for an additional twenty-four (24) months following the Employee date of the termination of your employment shall vest and become exercisable or nonforfeitable on the termination date (but not performance-based awards, which that the release referred to above may no longer be revoked. The foregoing severance shall continue to vest be paid in equal installments over the severance period in accordance with their termsthe Company’s usual payroll schedule, commencing on the date that the release referred to above may no longer be revoked. This Section 5(b) shall not apply during the one year period following a Change of Control (as defined below), in each which case Section 5(c) shall apply. Notwithstanding anything to the contrary herein, if any of the payments and benefits provided for in this Section 5(b) constitute non-qualified deferred compensation subject to Section 409A (as defined below) and the conditions herein. It sixty (60) day period in which you must execute the release begins in one calendar year and ends in another, the payments and benefits provided for in this Section 5(b) shall commence, be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke made or breach) a valid confidential general release agreement become effective in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinlater calendar year.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of that the Company terminates Employee’s termination of employment by the Company hereunder without Cause Cause, or by the Employee for terminates his employment with Good Reason, then conditioned upon Employee executing a Release (as defined below) following such termination, the Company will provide to Employee will be entitled to receive the following separation benefits (collectively, the “Separation Benefits”): (i) continued payment of Employee’s then-current Base Salary for a period of six (6) months; and (ii) accelerated vesting of the then-unvested portion of the Option in its entirety. The Separation Benefits are conditioned upon Employee executing a general release of claims in a single lump-sum payment on form acceptable to the termination dateCompany (the “Release”) within the time specified therein, the aggregate amount of the Employee’s earned but unpaid Base Salary, which Release is not revoked within any earned but unpaid bonus time period allowed for revocation under applicable law. The salary continuation described in respect of service for the prior year clause (i) above will be payable to Employee over time in accordance with Section 6) (by way of illustration, if the EmployeeCompany’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) payroll practices and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum procedures beginning on the sixtieth (60th) day following the termination of Employee’s termination dateemployment with the Company, and the accelerated vesting described in clause (iiiii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee above will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum occur on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 with the Company. Notwithstanding the foregoing, if Employee is entitled to receive the salary continuation described in clause (based on i) above but violates any provisions of the PIA after termination of employment, the Company will be entitled to immediately stop paying any further installments of such salary continuation, in addition to any other remedies that may be available to the Company in law or at equity. For avoidance of doubt, the termination of Employee’s elections in effect on employment as a result of his death or disability (meaning the inability of Employee’s termination date), and (v) acceleration and vesting in full (and, due to the extent applicablecondition of his physical, exercisability) mental or emotional health, effectively to perform the essential functions of all outstanding time-based equity awards held his job with or without reasonable accommodation for a continuous period of more than 90 days or for 90 days in any period of 180 consecutive days, as determined by the Employee on Company in its sole discretion) will not constitute a termination without Cause triggering the termination date (but not performance-based awards, which shall continue to vest rights described in accordance with their termsthis Section 7(b), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of Executive's employment with the Company is terminated by the Company without Cause or by the Employee Executive for Good Reason, the Employee will be entitled to receive (i) at any time, and, provided no Change in a single lump-sum payment on the termination dateControl shall have occurred, the Company shall pay the Executive, in cash, aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount severance payments equal to his then base salary for up to twelve months (12) months from the sum Date of (A) eighteen (18) months’ gross Base Salary (calculated based on Termination or the Employee’s annualized rate in effect on the Employee’s termination date)date upon which Executive obtains alternative employment, plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date whichever is March 1, 2017, the Employee will be eligible to receive an amount equal earlier. The Company shall pay to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable Executive such severance payments due hereunder in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) equal monthly payments on the first day of each month following such termination. If the Company fails to make any such payment due, and such failure continues for thirty (30) days following notice of nonpayment by the Executive, the Executive may accelerate the payment of all of the remaining payments. In addition, (a) Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, in no event shall Executive have less than six (6) months following the Employee’s Date of Termination to exercise such options or awards; and (b) the Company shall provide Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company (including, without limitation, participation in the Company's 401(K) retirement plan), as from time to time in effect, for the twelve (12) month period from such termination dateor until Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive's right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Retirement Income Security Act of 19851974, as amended amended, shall be deemed satisfied by the coverage provided in this clause (“COBRA”b), Company-paid continued healthcare coverage under its group health plans . Executive shall also be entitled to a continuation of all other benefits in effect at the same levels time of termination (including, without limitation, automobile, country club, vacation and pension benefits, if applicable) for the same cost to the Employee as would have applied if the Employee’s employment had not been terminated twelve (based on the Employee’s elections in effect on the Employee’s 12) month period following such termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be or until Executive becomes eligible for substantially similar benefits from a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinnew employer.
Appears in 1 contract
Samples: Change in Control and Severance Agreement (Terex Corp)
Termination Without Cause or for Good Reason. In If, during the event of Term, the Employee’s termination of employment by the Company without is terminated (x) by the Company other than for Cause (and other than for death or Disability), or (y) by the Employee for Good Reason, the Company shall pay or provide the Employee will be entitled to receive with the following:
(i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year Accrued Benefits;
(in accordance with Section 6ii) (by way of illustration, if If the Employee’s termination date is March 15, 2017, the Employee will be eligible prior to receive or more than twenty-four (24) months following a Change in Control and subject to the Employee’s annual bonus continued compliance with the obligations in Sections 9 and 10 hereof, in lieu of any further salary payment to the Employee for calendar year 2016 any period after the termination, a lump sum severance payment, in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (togethercash, the “Accrued Obligations”), (ii) an amount equal to one and one half times (1.5x) the sum of of: (Ax) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate Base Salary as in effect on immediately prior to the Employee’s termination date)or, plus if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (By) the Employee’s Target Bonus for in respect of the fiscal year in which occurs the Employee’s termination occursor, payable if higher, the fiscal year in one cash which occurs the first event or circumstance constituting Good Reason, such lump sum severance payment to be paid on the sixtieth (60th) day following the Employee’s termination datedate of termination, provided that that the release provided in Section 9 has become irrevocable prior to such date and except as otherwise provided in Section 25(b).
(iii) an amount equal Subject to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number timely election of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid (B) the Employee’s continued healthcare coverage under its group health plans copayment of premiums at the same levels level and the same cost to the Employee as would have applied if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee (and the Employee’s eligible dependents) for a period of eighteen (18) months at the Company’s expense, provided that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(iii) shall immediately cease.
(iv) Without duplication of any amount payable to the Employee under the terms of the applicable incentive plan, the Company shall pay to the Employee, a lump sum amount, in cash, equal to the sum of (1) the Prior Bonuses and (2) the Pro Rata Bonus. Notwithstanding the foregoing, if and to the extent the Employee had elected to defer receipt of any of the Prior Bonuses and if the Employee’s employment had not been terminated (based on deferral election is irrevocable as of the Employee’s elections in effect on date of termination for purposes of Code Section 409A, the Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It amount calculated above shall be a condition credited to the Employee’s right account under the applicable deferred compensation plan in lieu of being distributed directly to receive and retain the amounts set forth in sub-clauses (ii) - Employee.
(v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with Subject to the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, up to $50,000 of outplacement services through the first anniversary of the termination.
(vi) The Employee’s Initial Equity Award and Sign-On/Buy-Out Equity Award (as defined in the Prior Employment Agreement) shall vest and be exercisable or settled. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under Section 12 hereinany of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
Appears in 1 contract
Samples: Employment Agreement (Visteon Corp)
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of If your employment is terminated by the Company without Cause or by you for Good Reason at any time, the Employee Company will continue to pay you (in substantially equal payments) the sum of your Base Salary and Target Bonus for the Plan Year in which the termination occurs in accordance with the Company’s normal payroll cycle during the period commencing on the effective date of termination and ending on the twelve (12) month anniversary of such date of termination; provided, however, no payments shall be made until the first regular pay date that is at least sixty (60) days after the date of termination, and the first payment shall include any amounts that would have been paid during that sixty (60) day period had payments been made on regular pay dates during that sixty (60) day period. If you are participating in the Company’s group health insurance plans on the effective date of termination without Cause or by you for Good Reason, and you timely elect and remain eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Employee will be entitled Company shall pay that portion of your COBRA premiums that the Company was paying prior to receive the effective date of termination for the twelve-month period following the date of termination, or for the continuation period for which you are eligible, whichever is shorter; provided, however, if (iA) any plan pursuant to which such health insurance benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover you in a single lump-sum payment on manner that is compliant with applicable law (including, without limitation, Section 2716 of the termination datePublic Health Service Act) under its group health plans, then, in either case, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible Company shall instead pay to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) you an amount equal to the sum monthly plan premium payment for you and your eligible dependents who were covered under the Company’s health plans as of (A) eighteen (18) months’ gross Base Salary the date of your termination of employment (calculated based on the by reference to Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion premiums as of the Target Bonus for date of termination of employment) as currently taxable compensation in substantially equal monthly installments over the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of foregoing twelve (12) months following month period (or the Employee’s termination dateremaining portion thereof) and which payments shall be made regardless of whether you elect COBRA continuation coverage. In addition, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which Company shall continue to vest pay the premiums on the life insurance referred to in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (vSection 3(g) above that during the Employee foregoing twelve (A12) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinmonth period.
Appears in 1 contract
Termination Without Cause or for Good Reason. In If the event of the EmployeeExecutive’s termination of employment by the Company without Cause or is terminated (x) by the Employee Company other than for Cause pursuant to Section 7(d) hereof, or (y) by the Executive for Good Reason, the Employee will Company shall pay or provide the Executive with the following, subject to the provisions of Section 24 hereof:
(i) the Accrued Benefits;
(ii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to receive one (ibut not both) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salaryfollowing payments, any earned but unpaid bonus in respect of service for the prior year as applicable:
(in accordance with Section 6A) (by way of illustration, if the EmployeeExecutive’s termination date employment is March 15terminated pursuant to this Section 8(d) prior to the third (3rd) anniversary of the Effective Date, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to three (3) multiplied by the sum of (A) eighteen (18) months’ gross the Executive’s Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s and Target Bonus for the year of termination (the “Clause A Severance Amount”), paid in which equal monthly installments for a period of twenty-four (24) months following such termination; provided that to the Employee’s extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination occurs, payable in one cash lump sum on of employment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; or
(B) if the EmployeeExecutive’s termination dateemployment is terminated pursuant to this Section 8(d) on or after the third (3rd) anniversary of the Effective Date, (iii) an amount equal to a pro rated portion of two (2) multiplied by the sum the Executive’s Base Salary and Target Bonus for the year of termination (the “Clause B Severance Amount”), paid in which the Employee’s termination occurs equal monthly installments for a period of twenty-four (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date24) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal months following such termination; provided that to the product of: extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (A60) days following the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number termination of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on employment shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iii) subject to (A) the EmployeeExecutive’s termination date, (iv) for a period timely election of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.,
Appears in 1 contract
Samples: Employment Agreement (Trinseo S.A.)
Termination Without Cause or for Good Reason. In the event of the Employee’s termination of employment by that: (a) the Company without Cause terminates for any reason other than for Cause; or by the (b) Employee resigns or terminates for Good Reason, the Employee will be entitled to receive then in any such event: (i) in a single lump-sum payment on the termination dateCompany shall pay to Employee any payments and benefits hereunder that are accrued and unpaid up to, and shall reimburse Employee for any expenses incurred pursuant to paragraph 3.5 hereof prior to, the aggregate amount date of termination or expiration; (ii) the Company shall pay to the Employee within twenty business days after termination or expiration of his employment, a lump sum equal to the greater of two or the number of full years remaining in the Term multiplied by (x) Employee’s earned but unpaid 's Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6y) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount incentive compensation determined in accordance with Paragraph 3.2 for the year preceding the date of termination of employment and (z) the Equity Compensation Value (as described in Section 64.6); (iii) the Company shall pay to the Employee prior to March 31 of the year following termination, the incentive compensation for Employee would have earned based on his targeted bonus as provided in Paragraph 3.2 hereof if he had been an Employee on December 31 of the year of termination; (iv) all restrictions on restricted stock held by the Employee shall lapse; and accrued but unpaid vacation pay through (v) all options previously issued to the Employee shall vest and remain exercisable for one year following the date of termination. In the event that the termination occurs before the amount of the incentive compensation for services rendered in the year preceding the date (togetherof termination have been finally determined, then the “Accrued Obligations”), (ii) payment to Employee shall be an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated estimate based on the Employee’s annualized rate in effect on 's targeted bonus with an adjustment to be made promptly upon the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion determination of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an actual amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare coverage under its group health plans at the same levels and the same cost 's Incentive Compensation Plan. In addition to the above payment, the fringe benefits provided to Employee as would have applied if during the Employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination date), and (v) acceleration and vesting in full (and, Term of this Agreement pursuant to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which Section 3.3 hereof shall continue until the earlier to vest in accordance with their terms)occur of : (i) December 31, in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive 2006; and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) receives substantially equivalent benefits from a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinsubsequent employer.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of The Employment Term and the Employee’s termination of 's employment by the Company without Cause or hereunder may be terminated by the Employee for Good ReasonReason or by the Company without Cause. In the event of such termination, the Employee will shall be entitled to receive (i) in a single lump-sum payment on the termination dateAccrued Amounts and subject to the Employee's compliance with Section 6, the aggregate amount Section 7, Section 8, and Section 9 of this Agreement and the Employee’s earned but unpaid Base Salaryexecution of a release of claims in favor of the Company, any earned but unpaid bonus its affiliates and their respective officers and directors in respect of service for a form provided by the prior year Company (the "Release") and such Release becoming effective within 60 days following the Termination Date (such 60-day period, the "Release Execution Period"), the Employee shall be entitled to receive the following:
(a) equal installment payments payable in accordance with Section 6) (by way of illustrationthe Company's normal payroll practices, if but no less frequently than monthly, which are in the aggregate equal to the Employee’s termination date is March 15's Base Salary for the year in which the Termination Date occurs, 2017which shall begin within ten (10) days following the Termination Date; provided that, the first installment payment shall include all amounts that would otherwise have been paid to the Employee will be eligible to receive during the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6period beginning on the Termination Date and ending twelve (12) and accrued but unpaid vacation pay through the termination date months thereafter;
(together, the “Accrued Obligations”), (iib) an An amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target target Annual Bonus for the year in which the Employee’s termination occurstakes place, payable in one cash lump sum with all criterion for such Annual Bonus deemed to be achieved
(c) Vesting of (i) an additional 12 months (removing any cliff) under all time-based vesting schedules for equity based incentives held by Employee and (III) 25% of any shares underlying equity incentives, the vesting of which is based on meeting specific milestones;
(d) the Company shall reimburse the Employee for up to $2,500 of the monthly U.S. health insurance premium paid by the Employee for himself and his dependents. Such reimbursement shall be paid to the Employee on the sixtieth (60th) day tenth of the month immediately following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year month in which the Employee’s termination occurs (pro rated based on Employee timely remits the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, premium payment. the Employee will shall be eligible to receive an amount equal to such reimbursement until the product earliest of: (Ai) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) 2-month anniversary of the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses Termination Date; (ii) - (v) above that the date the Employee is no longer eligible to receive COBRA continuation coverage; and (Aiii) timely executes and returns the date on which the Employee becomes eligible to receive health insurance coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (and does not revoke the "ACA"), or breach) a valid confidential general release agreement result in the form attached hereto imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(b) in a manner as Schedule B, and (B) complies fully and in all respects is necessary to comply with the Employee’s obligations under Section 12 hereinACA.
Appears in 1 contract
Termination Without Cause or for Good Reason. In If the event of the EmployeeExecutive’s termination of employment by the Company without Cause or is terminated (x) by the Employee Company other than for Cause pursuant to Section 7(c) hereof, or (y) by the Executive for Good Reason, the Employee will Company shall pay or provide the Executive with the following, subject to the provisions of Section 25 hereof:
(i) the Accrued Benefits;
(ii) subject to the Executive’s not engaging in a Material Covenant Violation or a material breach of Section 11 hereof that is not cured within fifteen (15) days of written notice from the Board (a “Material Cooperation Violation”), the Executive shall be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to one and one-half (1.5) multiplied by the sum of (A) eighteen (18) months’ gross the Executive’s Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s and Target Bonus for the year of termination (the “Severance Amount”), paid in which equal monthly installments for a period of eighteen (18) months following such termination; provided that to the Employee’s extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first sixty (60) days following the termination occurs, payable in one cash lump sum on of employment shall not be paid until the sixtieth (60th) day following the Employee’s such termination date, and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iii) an amount equal subject to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the EmployeeExecutive’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number timely election of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid . (B) the Executive’s continued healthcare coverage under its group health plans copayment of premiums at the same levels level and the same cost to the Employee Executive as would have applied if the EmployeeExecutive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination dateability to pay premiums with pre-tax dollars), and (vC) acceleration and vesting the Executive’s not engaging in full a Material Covenant Violation or a Material Cooperation Violation, continued participation in the Company’s group health plan (and, to the extent applicablepermitted under applicable law) which covers the Executive (and his eligible dependents) for a period of eighteen (18) months following such termination, exercisabilityprovided that if the Company’s group health plan is self-insured, the Company will report to the appropriate tax authorities taxable income to the Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) of all outstanding time-based equity awards held not paid by the Employee on Executive; and provided, further, that in the termination date (but not performance-based awardsevent that the Executive obtains other employment that offers group health benefits, which such continuation of coverage by the Company under this Section 8(d)(iii) shall continue to vest immediately cease. Payments and benefits provided in accordance with their terms), in each case subject to the conditions herein. It this Section 8(d) shall be a condition to in lieu of any termination or severance payments or benefits for which the Employee’s right to receive and retain Executive may be eligible under any of the amounts set forth in sub-clauses (ii) - (v) above that plans, policies or programs of the Employee (A) timely executes and returns (and does not revoke Company or breach) a valid confidential general release agreement in under the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinWorker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of that your employment with the Employee’s termination of employment Company is terminated by the Company without Cause or by the Employee you for Good Reason, the Employee will be entitled to receive then (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (all options which have vested shall continue to be exercisable in accordance with Section 6the terms of the Company’s stock option plan and applicable legal requirements; (ii) (by way all payments of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) Base Salary and bonuses accrued but unpaid vacation on the date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to you immediately; (iii) subject to the provisions of Section 4 hereof, your unvested options shall continue to vest, on a monthly basis, during the applicable nine (9) or twelve (12) month severance period described in Section 3(d)(iv) below, but such continuing vesting of your unvested options shall cease upon your obtaining new comparable employment during the applicable severance period; (iv) the Company shall pay through to you a severance payment, in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the then current calendar year (which shall be equal to twenty percent (20%) of your then current Base Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of nine (9) months; provided, however, that in the event you are terminated as a result of a Change of Control (whether due to termination date (togetherwithout Cause or your termination for Good Reason following a Change of Control), the “Accrued Obligations”)amount of such severance payment shall be twelve (12) months’ severance; provided, further, that in the event you obtain other employment during the applicable nine (ii9) an or twelve (12) month severance period, your severance payments thereafter shall be reduced on a prospective basis (not to less than 0) in the amount equal of cash compensation received by you during the remainder of such applicable severance period; and (v) the Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the sum shorter of (A) eighteen (18) months’ gross Base Salary months or for so long as allowed by law; provided, however, that such Health Care Coverage shall terminate upon your obtaining comparable Health Care Coverage from a future employer (calculated based on the Employee’s annualized rate in effect on the Employee’s termination dateafter completing any waiting periods for such coverage to become effective), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: (A) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. This Agreement and the Services Term may be terminated by Xxxxxxxx for Good Reason or by the Company without Cause. In the event of the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reasonsuch termination, the Employee will Xxxxxxxx shall be entitled to receive (i) the Accrued Amounts and subject to Xxxxxxxx’x compliance with ii, Section 7, Section 8, and Section 9 of this Agreement and Xxxxxxxx’x execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a single lumpform provided by the Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60-sum payment on the termination dateday period, the aggregate amount of “Release Execution Period”), Xxxxxxxx shall be entitled to receive the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year following:
(a) equal installment payments payable in accordance with Section 6the Company’s normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to Xxxxxxxx’x Base Salary for the year in which the Termination Date occurs, which shall begin within ten (10) (by way of illustration, if days following the Employee’s termination date is March 15, 2017Termination Date; provided that, the Employee will be eligible first installment payment shall include all amounts that would otherwise have been paid to receive Xxxxxxxx during the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6period beginning on the Termination Date and ending twelve (12) and accrued but unpaid vacation pay through the termination date months thereafter;
(together, the “Accrued Obligations”), (iib) an An amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Xxxxxxxx’x target Annual Bonus for the year in which the Employee’s termination occurstakes place, payable in one cash lump sum with all criterion for such Annual Bonus deemed to be achieved; and
(c) Vesting of an additional 12 months (removing any cliff) under all time-based vesting schedules for equity based incentives held by Xxxxxxxx;
(d) the Company shall reimburse Xxxxxxxx for up to $3,500 of the monthly U.S. health insurance premium paid by Xxxxxxxx for himself and his dependents. Such reimbursement shall be paid to Xxxxxxxx on the sixtieth (60th) day tenth of the month immediately following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year month in which Xxxxxxxx timely remits the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will premium payment. Xxxxxxxx shall be eligible to receive an amount equal to such reimbursement until the product earliest of: (Ai) the Employee’s Target Bonus for calendar year 2017 multiplied by 12-month anniversary of the Termination Date; (Bii) the quotient obtained by dividing date Xxxxxxxx is no longer eligible to receive COBRA continuation coverage; and (xiii) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum date on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects which Xxxxxxxx becomes eligible to receive continuation health insurance coverage under from another employer or other source. Notwithstanding the foregoing, if the Company’s group health making payments under this Section 5.2(d) would violate the nondiscrimination rules applicable to non-grandfathered plans pursuant to under the Consolidated Omnibus Budget Reconciliation Affordable Care Act of 1985, as amended (the “COBRAACA”), Company-paid continued healthcare coverage or result in the imposition of penalties under its group health plans at the same levels ACA 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 Employee’s termination daterelated regulations and guidance promulgated thereunder), and (vthe parties agree to reform this Section 5.2(d) acceleration and vesting in full (and, a manner as is necessary to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects comply with the Employee’s obligations under Section 12 hereinACA, while providing as much of the intended benefit as possible.]
Appears in 1 contract
Termination Without Cause or for Good Reason. In the event of the Employeethat Executive’s termination of employment under this Agreement is terminated by the Company without Cause or by the Employee Executive for Good Reason, Reason during the Employee will be entitled to receive Term of Employment:
(i) the Company shall pay or provide to Executive the Accrued Obligations at the times, and subject to the same conditions, as provided in Section 9(a) hereof;
(ii) subject to Executive’s signing (and not revoking) a single lumpgeneral release of claims in the form attached hereto as Exhibit A (with such changes as may be necessary for changes in applicable law) within twenty-sum payment on one (21) days or forty-five days, which ever period is required under ADEA (as defined in Exhibit A) following such termination (the termination date, “Release”):
(A) the aggregate amount of Company shall pay Executive the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus Pro Rata Bonus at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of service for the prior year in which such termination occurred;
(in accordance with Section 6B) within sixty (by way 60) days following the Date of illustration, if the Employee’s termination date is March 15, 2017Termination, the Employee will be eligible Company shall pay to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount Executive a lump sum severance payment equal to the sum of (A) eighteen (18) months’ gross the Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date)and target Bonus; provided that if Date of Termination occurs provided, plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustrationthat, if the Employee’s termination of your employment occurs less than sixty (60) days preceding the end of a calendar year and the effective date is March 1of the Release would occur before January 1 of the subsequent calendar year, 2017payment shall be made on January 2 of such subsequent calendar year; and
(C) the Company shall pay the costs of continued group life, medical, dental, and vision insurance coverage for Executive and his dependents under the Employee will be eligible to receive an amount equal plans and programs in which Executive participated immediately prior to the product of: (A) Date of Termination, or materially equivalent plans and programs maintained by the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1Company in replacement thereof, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination dateDate of Termination (the “Coverage Period”); provided, provided that in the Employee event the medical, dental, and vision plans under which Executive and his dependents were receiving benefits immediately prior to the Date of Termination, or any applicable replacement plan or program, is not fully-insured, then in lieu of the foregoing, if Executive timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and timely pays the monthly premiums for such COBRA coverage, then the Company shall reimburse Executive during the Coverage Period for the amount of such monthly premium that is in excess of the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Companyon a tax grossed-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, up basis to the extent applicablesuch monthly premium is taxable to Executive, exercisabilitypayable on the first Company payroll date in each month following the Date of Termination; and
(iii) of all outstanding time-based equity awards held by Executive will become fully vested and all stock options and other exercisable awards will become immediately exercisable and will remain exercisable for a period following the Employee on the Date of Termination of
(x) ninety (90) days following a termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, by Executive for Good Reason and (By) complies fully and in all respects with twelve (12) months following a termination by the Employee’s obligations under Section 12 hereinCompany without Cause.
Appears in 1 contract
Samples: Employment Agreement (Aventine Renewable Energy Holdings Inc)
Termination Without Cause or for Good Reason. In the event of the Employeethat Executive’s termination of employment under this Agreement is terminated by the Company without Cause or by the Employee Executive for Good Reason, Reason during the Employee will be entitled to receive Term of Employment:
(i) the Company shall pay or provide to Executive the Accrued Obligations at the times, and subject to the same conditions, as provided in Section 9(a) hereof;
(ii) subject to Executive’s signing (and not revoking) a single lumpgeneral release of claims in the form attached hereto as Exhibit A (with such changes as may be necessary for changes in applicable law) within twenty-sum payment on one (21) days or forty-five (45) days, which ever period is required under ADEA (as defined in Exhibit A) following such termination (the termination date, “Release”):
(A) the aggregate amount of Company shall pay Executive the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus Pro Rata Bonus at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of service for the prior year in which such termination occurred;
(in accordance with Section 6B) within sixty (by way 60) days following the Date of illustration, if the Employee’s termination date is March 15, 2017Termination, the Employee will be eligible Company shall pay to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount Executive a lump sum severance payment equal to the sum of (A) eighteen (18) months’ gross the Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date)and target Bonus; provided that if Date of Termination occurs provided, plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustrationthat, if the Employee’s termination of your employment occurs less than sixty (60) days preceding the end of a calendar year and the effective date is March 1of the Release would occur before January 1 of the subsequent calendar year, 2017payment shall be made on January 2 of such subsequent calendar year; and
(C) the Company shall pay the costs of continued group life, medical, dental, and vision insurance coverage for Executive and his dependents under the Employee will be eligible to receive an amount equal plans and programs in which Executive participated immediately prior to the product of: (A) Date of Termination, or materially equivalent plans and programs maintained by the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1Company in replacement thereof, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination dateDate of Termination (the “Coverage Period”); provided, provided that in the Employee event the medical, dental, and vision plans under which Executive and his dependents were receiving benefits immediately prior to the Date of Termination, or any applicable replacement plan or program, is not fully-insured, then in lieu of the foregoing, if Executive timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and timely pays the monthly premiums for such COBRA coverage, then the Company shall reimburse Executive during the Coverage Period for the amount of such monthly premium that is in excess of the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), Companyon a tax grossed-paid continued healthcare 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 Employee’s termination date), and (v) acceleration and vesting in full (and, up basis to the extent applicablesuch monthly premium is taxable to Executive, exercisabilitypayable on the first Company payroll date in each month following the Date of Termination; and
(iii) of all outstanding time-based equity awards held by Executive will become fully vested and all stock options and other exercisable awards will become immediately exercisable and will remain exercisable for a period following the Employee on the Date of Termination of (x) ninety (90) days following a termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, by Executive for Good Reason and (By) complies fully and in all respects with twelve (12) months following a termination by the Employee’s obligations under Section 12 hereinCompany without Cause.
Appears in 1 contract
Samples: Employment Agreement (Aventine Renewable Energy Holdings Inc)
Termination Without Cause or for Good Reason. In Subject to the event terms and conditions of eligibility for Executive’s receipt of severance benefits under this Agreement, including the timely execution and delivery (and non-revocation) by Executive of the Employee’s termination of employment by Separation Agreement and General Release as set forth in SECTION 6.11, the Company without Cause or by the Employee for Good Reasonshall pay to Executive, the Employee will be entitled to receive as severance benefits:
(i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an An amount equal to the product of: of (Aa) [2.00/1.5] and (b) the Employee’s Target Bonus for calendar year 2017 multiplied by (B) the quotient obtained by dividing sum of (x) the number of days between January 1, 2017 highest annual Base Salary rate for Executive in effect over the prior two (2) years and March 1, 2017 by (y) 365)the highest amount of Executive’s Target Annual Bonus over the prior two (2) years, payable in one cash lump sum which total payment shall be paid to Executive on a salary continuation basis according to the sixtieth (60th) day Company’s normal payroll practices over the 18 month period following the Employeedate the Executive incurs a Separation from Service, but in no event less frequently than monthly.
(ii) Subject to (1) the Executive’s termination date, (iv) for a period timely election of twelve (12) months following the Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company-paid and (2) the Executive’s continued healthcare coverage under its group health plans copayment of premiums at the same levels level and the same cost to the Employee Executive as would have applied if the EmployeeExecutive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s employment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination dateability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a period of 18 months at the Company’s expense, provided that the Executive is eligible and remains eligible for COBRA coverage. The Company may modify its obligation under this SECTION 3.4(a)(ii) to the extent reasonably necessary to avoid any penalty or excise taxes imposed on it in connection with the continued payment of premiums by the Company under the Patient Protection and Affordable Care Act of 2010, as amended.
(iii) In addition to the benefits described in Section 3.4(a)(i) and (vii), in the event that such termination occurs within sixty (60) acceleration days preceding or twelve (12) months following a “Change in Control” (as defined below), the Company shall accelerate the vesting of the Executive’s then-outstanding and vesting in full (andunvested stock options, stock appreciation rights, restricted stock units or shares, performance stock units or any other Company equity compensation awards, to the extent applicablethat such awards would have vested solely upon the Executive’s continued employment, exercisabilitysuch that one hundred percent (100%) of all outstanding time-based equity such awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest become vested in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects with the Employee’s obligations under Section 12 hereinfull.
Appears in 1 contract
Samples: Employment Agreement (Stock Building Supply Holdings, Inc.)
Termination Without Cause or for Good Reason. In the event of that, during the Employee’s termination of employment by Term, the Company terminates Executive’s employment without Cause or by the Employee Executive terminates his employment for Good Reason, the Employee will Executive shall be entitled to receive (i) in a single lump-sum payment on the termination dateAccrued Amounts and, subject to Executive’s compliance with Sections 5, 6 and 7, the aggregate amount following payments and benefits in lieu of any payments or benefits under any severance program or policy of the Employee’s earned but unpaid Base Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date is March 15, 2017, the Employee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date (together, the “Accrued Obligations”), (ii) an amount equal to the sum of Company or its Affiliates:
(A) eighteen (18) months’ gross Base Salary (calculated based on payment of a Pro Rata Bonus, payable at the Employee’s annualized rate time described in effect on the Employee’s termination dateSection 3(b), plus ;
(B) the Employee’s Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iii) an amount equal to a pro rated portion payment of the Target Bonus for the year in which the Employee’s termination occurs (pro rated based on the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to receive an amount equal to the product of: of 2 and the sum of (AX) Executive’s Base Salary (excluding any reductions thereto that serve as the Employee’s basis for a termination for Good Reason) and (Y) Target Bonus for calendar the year 2017 multiplied by (B) the quotient obtained by dividing (x) the number of days between January 1termination, 2017 and March 1, 2017 by (y) 365), payable such amount to be paid in one cash a lump sum on as soon as practicable after the sixtieth Date of Termination but no later than the earliest time permitted under Section 4(c) and Section 19;
(60thC) day following the Employee’s termination date, (iv) continued coverage for a period of twenty-four (24) months commencing on the Date of Termination or until Executive receives comparable coverage (determined on a benefit-by-benefit basis) from a subsequent employer for Executive (and his eligible dependents, if any) under the Company’s health plans (including medical and dental) and life insurance plans on the same basis as such coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations) and Executive’s qualifying event for purposes of COBRA shall be treated as occurring at the end of such continuation period; and
(D) immediate vesting of the greater of (i) the unvested Equity Awards that are scheduled to vest in the twelve (12) months month period following the EmployeeExecutive’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act Date of 1985, as amended (“COBRA”), Company-paid continued healthcare coverage under its group health plans at the same levels Termination 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 Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v75% of the unvested component of each outstanding Equity Award, with all vested options and stock appreciation rights remaining exercisable for the shorter of their originally scheduled respective terms and one year following Executive’s Date of Termination; provided that if a termination under this Section 4(b) above that occurs before and with the Employee (A) timely executes and returns (and does not revoke cooperation of the acquirer or breach) a valid confidential general release agreement merger partner in the form attached hereto as Schedule BChange in Control, and in anticipation of a Change in Control or on or during the twenty-four (B24) complies month period following a Change in Control, all of the Equity Awards shall fully and in all respects with the Employee’s obligations under Section 12 hereinvest.
Appears in 1 contract
Samples: Employment Agreement (Six Flags Entertainment Corp)
Termination Without Cause or for Good Reason. In the event of The Employment Term and the Employee’s termination of employment by the Company without Cause or hereunder may be terminated by the Employee for Good ReasonReason or by the Company without Cause. In the event of such termination, the Employee will shall be entitled to receive (i) in a single lump-sum payment on the termination date, the aggregate amount of Accrued Amounts and subject to the Employee’s earned but unpaid Base Salarycompliance with Section 6, any earned but unpaid bonus Section 7, Section 8, and Section 9 of this Agreement and the Employee’s execution of a release of claims in respect favor of service for the prior year Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60-day period, the “Release Execution Period”), the Employee shall be entitled to receive the following:
(a) equal installment payments payable in accordance with Section 6) (by way of illustrationthe Company’s normal payroll practices, if but no less frequently than monthly, which are in the aggregate equal to the Employee’s termination date is March 15, 2017, base salary equal to the maximum salary such Employee will be eligible to receive received during the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation pay through the termination date Employment Term (together, the “Accrued ObligationsTermination Base Salary”), which shall begin within ten (ii10) an days following the Termination Date; provided that, the first installment payment of such Termination Base Salary shall include all amounts that would otherwise have been paid to the Employee during the period beginning on the Termination Date and ending twelve (12) months thereafter;
(b) An amount equal to the sum of (A) eighteen (18) months’ gross Base Salary (calculated based on the Employee’s annualized rate in effect on the Employee’s termination date), plus (B) the Employee’s Target target Annual Bonus for the year in which the Employee’s termination occurstakes place, payable in one cash lump sum with all criterion for such Annual Bonus deemed to be achieved
(c) Vesting of (i) an additional 12 months (removing any cliff) under all time-based vesting schedules for equity based incentives held by Employee and (III) 25% of any shares underlying equity incentives, the vesting of which is based on meeting specific milestones; (d) the Company shall reimburse the Employee for up to $2,500 of the monthly U.S. health insurance premium paid by the Employee for himself and his dependents. Such reimbursement shall be paid to the Employee on the sixtieth (60th) day tenth of the month immediately following the Employee’s termination date, (iii) an amount equal to a pro rated portion of the Target Bonus for the year month in which the Employee’s termination occurs (pro rated based on Employee timely remits the number of days in the calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, premium payment. the Employee will shall be eligible to receive an amount equal to such reimbursement until the product earliest of: (Ai) the Employee’s Target Bonus for calendar year 2017 multiplied by 2-month anniversary of the Termination Date; (Bii) the quotient obtained by dividing date the Employee is no longer eligible to receive COBRA continuation coverage; and (xiii) the number of days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum date on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months following the Employee’s termination date, provided that which the Employee timely elects becomes eligible to receive continuation health insurance coverage under from another employer or other source. Notwithstanding the foregoing, if the Company’s group health making payments under this Section 5.2(d) would violate the nondiscrimination rules applicable to non-grandfathered plans pursuant to under the Consolidated Omnibus Budget Reconciliation Affordable Care Act of 1985, as amended (the “COBRAACA”), Company-paid continued healthcare coverage or result in the imposition of penalties under its group health plans at the same levels ACA 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 Employee’s termination daterelated regulations and guidance promulgated thereunder), and (vthe parties agree to reform this Section 5.2(b) acceleration and vesting in full (and, a manner as is necessary to the extent applicable, exercisability) of all outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall continue to vest in accordance with their terms), in each case subject to the conditions herein. It shall be a condition to the Employee’s right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release agreement in the form attached hereto as Schedule B, and (B) complies fully and in all respects comply with the Employee’s obligations under Section 12 hereinACA.”
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