Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)- (i) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7; (ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and (iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 6 contracts
Samples: Employment Agreement, Employment Agreement (ADT, Inc.), Employment Agreement (ADT, Inc.)
Termination without Cause or Resignation with Good Reason. Subject to The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice, and upon compliance with Section 11(b), if 6(h) below. If the Term of Employment is terminated by the Company terminates without Cause (other than due to the Executive’s employment without Cause pursuant to Section 4(a)(ivdeath or Disability) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if by the Executive resigns from his employment with for Good Reason pursuant Reason, in either case prior to Section 4(a)(v)the date of a Change in Control or more than one year after a Change in Control, the Company shall, in addition Executive shall be entitled to the benefits and payments under Section 5(a)-following:
(i) continue to pay The Accrued Obligations, payable as and when those amounts would have been paid had the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date Term of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7Employment not ended;
(ii) continue to provide A Pro-Rata Bonus, payable within two and one-half (2½) months following the end of the fiscal year in which the Termination Date occurs;
(iii) The Severance Amount, payable in equal installments consistent with the Company’s normal payroll schedule over the twelve (12)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) days following the Termination Date;
(iv) Provided that the Executive timely elects continued coverage during under COBRA, the Severance Period Company will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and any eligible dependents his qualified beneficiaries paid by the Executive under all Company the health and welfare dental plans in which of the Company, less the amount that the Executive would be required to contribute for health and any such dependents participated immediately prior to dental coverage if the Date Executive were an active employee of Terminationthe Company, to for twelve (12) months (or, if less, for the extent permitted thereunder (and to the extent duration that such benefits may be provided under applicable law without penaltyCOBRA coverage is available to Executive), payable in equal installments consistent with the Company’s normal payroll schedule over the twelve (12)-month period beginning with the first regularly scheduled payroll date that occurs more than thirty (30) and subject to any active-employee cost-sharing or similar provisions in effect for days following the Executive thereunder as of immediately prior to the Date of TerminationTermination Date; and
(iiiv) subject Vesting, immediately prior to such termination, of any outstanding Equity Awards that have not previously vested and, if the Executive’s compliance with termination by the covenants contained in Sections 6 and 7, pay Company or the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b6(e) is more than one year after a Change in Control, the Executive shall commence on the first payroll have a period following the effective date of up to one year after such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of termination to exercise such initial paymentEquity Awards.
Appears in 3 contracts
Samples: Executive Employment Agreement (Leap Therapeutics, Inc.), Executive Employment Agreement (Leap Therapeutics, Inc.), Executive Employment Agreement (Leap Therapeutics, Inc.)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)10(b) and subject to the Executive’s continued compliance with the covenants contained in Sections 6 and 7, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue pay to pay the Executive an aggregate amount equal to the product of (A) one and a half (1.5) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, in equal installments in accordance with the Company’s customary payroll practices during the eighteen (18)-month period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary expiration of the Date of Termination Severance Period and (B) the first date that the Executive violates any covenant contained in Section 6 and 7 (the “Severance Payments”); provided, however, that if such termination is a CIC Qualifying Termination, then (x) the aggregate Severance Payments shall instead be equal to the product of (A) two (2.0) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or 7payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, and (y) such Severance Payments shall instead be payable in a single lump sum on the Company’s first regular payroll date that follows the sixtieth (60th) day following the Date of Termination;
(ii) continue subject to provide the Executive’s timely election of (and continued eligibility for) continued health coverage pursuant to the federal law known as “COBRA,” the Company shall pay, during the Severance Period twelve (12)-month period following the Date of Termination (or until the Executive becomes eligible for comparable coverage under the health plans of a successor employer, if earlier) (the “COBRA Period”), the applicable COBRA premiums for the Executive and any eligible dependents under all Company who participated in the Company’s health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder plan as of immediately prior to the Date of Termination; andprovided, that in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time) or other applicable law (or to the extent such COBRA subsidy is not permitted under the terms of the applicable benefit plan or applicable law), and in lieu of providing the COBRA subsidy described above, the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the Executive retains an amount equal to the applicable COBRA premiums for such month (or the last month in which COBRA coverage was available to the Executive), with such monthly payment being made on the last day of each month for the remainder of the COBRA Period. For the avoidance of doubt, the Executive’s health benefit coverage from the Company during the COBRA Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code;
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. ; and
(iv) provide the Executive with up to twelve (12) months of outplacement assistance through the Company’s then-current outplacement vendor (or, if no such vendor exists, through an outplacement vendor of the Company’s choice); provided, however, that notwithstanding the foregoing, (xA) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement (the “Release”) in the Company’s customary form attached hereto as Exhibit A (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of TerminationTermination (the “Release Requirement”); and (yB) the any installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claimsRelease, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 2 contracts
Samples: Employment Agreement (Taylor Morrison Home Corp), Employment Agreement (Taylor Morrison Home Corp)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)11(a) and subject to the Executive’s continued compliance with the covenants contained in Sections 6, 7 and 10, if the Company terminates the Executive’s employment engagement without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment engagement with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue to pay the Annual Final Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four six (246) month anniversary of months after the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
7 (ii) continue to provide coverage during the Severance Period for “Salary Payment”), and if the Executive and any eligible dependents under all Company health and welfare plans Date of Termination occurs after June 30 of the calendar year in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7Termination occurs, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occursoccurs (which prorated amount shall equal the amount of the Annual Bonus multiplied by a fraction, determined on a daily basis(x) the numerator of which equals the number of days that have elapsed between January 1 of such calendar year and the Date of Termination and (y) the denominator of which equals 365), based solely on the actual level of performance achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. year (the “Pro Rata Bonus”, together with the Salary Payment, the “Severance Payment”); provided, however, that, if the Company terminates the Executive’s engagement without Cause pursuant to Section 4(a)(iv) or the Executive resigns from his engagement with Good Reason pursuant to Section 4(a)(v), in each case, either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control, or (y) within 18 months following a Change in Control (such a termination a “CIC Qualified Termination”), then the Severance Payment shall instead be equal to the Final Base Salary, payable over 12 months, in each case so long as the Release (as defined below) has become effective and the Executive has not violated any covenant contained in Section 6 or 7, in which case the Severance Payment shall be forfeited; and
(ii) provide for vesting of any outstanding unvested Equity Awards, as set forth in the Equity Incentive Plan and the applicable Award Agreement(s); provided, however, that notwithstanding the foregoing, (x) the amounts payable all payments and benefits to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on paid or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments provided pursuant to this Section 5(b) shall commence on the first payroll period 60th day following the effective date Date of such release of claimsTermination, and and, only with respect to any cash payments, the initial installment of such payments shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment. Notwithstanding anything herein to the contrary, if the Executive breaches any of the covenants contained in Sections 6 and 7, the Company shall have the right to cease providing any payments or benefits under this Section 5(b) and, if requested, the Executive shall repay to the Company within 60 days of such request any previously paid payments or benefits under this Section 5(b); provided that the foregoing shall not apply unless the Company provides the Executive with written notice of the circumstances it believes constitutes a breach of such covenants within 90 days after it becomes aware of such circumstances; provided further that, if the basis for the alleged breach is curable, then the Executive shall have 15 days after receipt of such written notice to cure such basis. Payment of the amounts and benefits under this Section 5(b) is in lieu of any other severance or separation pay payable to the Executive whether under any previous agreement, offer letter or severance program, plan or policy, applicable law (including the laws of the Republic of Korea) or other statute, or otherwise.
Appears in 2 contracts
Samples: Executive Service Agreement (MAGNACHIP SEMICONDUCTOR Corp), Executive Service Agreement (MAGNACHIP SEMICONDUCTOR Corp)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination (or if such Date of Termination occurs following a Realization Event, the six (6) month anniversary of the Date of Termination) and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 1 contract
Samples: Employment Agreement (ADT, Inc.)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the Company terminates event that the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if and the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder Employment Term end in accordance with Section 2(b4(e) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v4(f), the Company shall, in addition Executive shall be entitled to the benefits Accrued Benefits and, conditioned on the Executive’s (x) compliance with the “Release Condition” in Section 5(d) below and payments under (y) continued compliance with this Agreement, including Section 5(a)-6 below, the Executive may also earn and receive the following additional severance, subject to Section 10 below:
(i) continue an amount equal to pay the Annual Executive’s Base Salary (as in accordance with effect on the Company’s customary payroll practices during the period Termination Date) for nine (9) months (the “Severance Period”) beginning ), which will be paid in equal periodic installments on the Date of Termination and ending on the earlier to occur of Company’s regular payroll dates (Anot less frequently than monthly) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during over the Severance Period for beginning with the Executive first regular Company payroll date next following the Termination Date; provided that the first installment payment of such severance will be made on the Company’s first regularly scheduled payroll date next following the sixtieth (60th) calendar day after the Termination Date and will include payment of any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately installment payments that were otherwise due prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Terminationthereto; and
(iiiii) subject to the Executive’s compliance (x) eligibility for and timely election of continuation coverage under the Company’s group health plan in accordance with the covenants contained in Sections 6 Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and 7, pay (y) continued copayment of coverage premiums at the same level and cost to the Executive a prorated portion of as if the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with respect to pre-tax dollars), continued copayment by the Company for such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable coverage to the Executive same extent that the Company paid for such coverage immediately prior to the Termination Date, in a manner intended to avoid any excise tax under this Section 5(b) shall be contingent upon 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), and subject to the Executive’s execution eligibility requirements and non-revocation of a general waiver other terms and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date conditions of such release insurance coverage, for the duration of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.Severance Period; and
Appears in 1 contract
Samples: Executive Employment Agreement (Innovative Food Holdings Inc)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the event that this Agreement is terminated by the Company terminates without Cause or by Executive with Good Reason:
(i) Within thirty (30) days of the date this Agreement is terminated, unless the parties mutually agree in writing to a different arrangement, Executive shall be entitled to receive a lump-sump amount such that the net payment to Executive after deduction of all payroll taxes and all income taxes at the highest marginal rates applicable to Executive shall be equal to one times (A) the aggregate Base Salary payable to Executive in the year the Agreement is terminated; (B) any Second Employment Period Bonus earned for the year through the date the Agreement is Terminated (calculated as the same percentage of Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder then current annual Base Salary paid in accordance with Section 2(b5(a) above, or if as the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) continue to pay the Annual Base Salary in accordance with the Companyprevious year’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary Bonus as a percentage of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7previous year’s Base Salary);
(ii) continue One hundred percent (100%) of the Second Stock Grant (if the termination occurs on or after October 31, 2003) shall vest, and Executive shall be entitled to provide coverage a Registration Right (as such term is defined in Paragraph 9(d) below) with respect thereto;
(iii) Any principal and interest amounts due under the Loan provided for in Paragraph 5(h)(ii) above, if any, shall be forgiven in full;
(iv) If Executive’s employment is terminated by the Company without Cause or by Executive with Good Reason during the Severance Second Employment Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the end of the Fifth Year, within thirty (30) days of such date of termination, unless the parties mutually agree in writing to a different arrangement, the Company shall pay Executive a payment in an amount, which, after Executive’s payment of federal, state, and local income tax liabilities arising upon his receipt of such payment, is equal to the sum of federal, state and local income tax liability which is payable by Executive due to the forgiveness, in accordance with subparagraph (iii) above, of any principal and interest amounts due under the Loan;
(v) The exercise period for all vested Stock Options shall be one (1) year from the Date of Termination, to ;
(vi) Any unvested Stock Options remaining unvested in the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to month after the Date of TerminationTermination shall remain unvested and shall no longer be exercisable by Executive; and
(iiivii) subject Executive shall continue to be entitled to the Executive’s compliance with benefits under any employee benefit plans to which he was entitled during the covenants contained in Sections 6 and 7Initial Employment Period, pay Second Employment Period, or Third Employment Period, if any, for the Executive a prorated portion remainder of the Annual Bonus payable with respect to the calendar year in which such termination occursInitial Employment Period, determined on a daily basisSecond Employment Period, based solely on the actual level of achievement of the applicable performance goals for such yearor Third Employment Period, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. providedany, howeverrespectively, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymenthereunder.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the event of any termination of Employee's employment by the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment resignation by Employee with Good Reason pursuant to Section 4(a)(v)Reason, the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) the Company shall continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period Employee his base salary for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any activeone-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claimstermination or resignation, and (ii) the initial installment Company shall include a lump-sum payment of all amounts accrued under this Section 5(b) reimburse Employee for any payments actually made by him for health insurance from the Date of Termination through the effective date of such initial paymenttermination or resignation to the early of (A) the first anniversary of such termination or resignation and (B) the date on which he becomes employed with another entity in a monthly amount not to exceed the amount that Employee would be required to pay under COBRA if he were to elect to obtain health insurance under COBRA that is substantially equivalent to his then-current health insurance (with the understanding that, during such period, Employee is free to purchase health insurance under COBRA, to the extent available, or otherwise, or not at all, but that he is entitled only to reimbursement for amounts actually paid by him for health insurance, within the limits stated above), (iii) the Company shall pay to Employee the pro-rated portion (based on the number of days in an annual performance period prior to the effective date of such termination or resignation) of any annual performance bonus to which Employee would otherwise have been entitled for the annual performance period during which such termination or resignation becomes effective, such payment to be made within fifteen business days of the date on which it can first be determined that such bonus has been earned, and (iv) the stock option granted to Employee on August 7, 2006, allowing for the purchase of 500,000 shares of common stock of the Company and all other stock options held by Employee shall immediately become fully vested and exercisable as of the effective date of such termination or resignation. In addition to the foregoing, if any such termination or resignation is effective after the completion of an annual performance period for which Employee has earned a performance bonus but before such bonus has been paid, the Company shall pay such performance bonus to Employee as and when such bonus would have been paid absent such termination.
Appears in 1 contract
Samples: Employment Agreement (Netlist Inc)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)(i) If, if during the Company terminates the term of employment and whether or not in a Change in Control Period, Executive’s employment without Cause terminates pursuant to Section 4(a)(iv3(a)(iv) above due to the Company’s termination without Cause or if pursuant to Section 3(a)(v) above due to Executive’s resignation with Good Reason, then, subject to Executive’s delivery to the Company elects not to renew of an executed waiver and release of claims in a form approved by the term of this Agreement Company (the “Release”) that becomes effective and terminate the Executive’s employment hereunder irrevocable in accordance with Section 2(b) above9 below, or if the and Executive’s continued compliance with Section 5 below, Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shallshall receive, in addition to the payments and benefits and payments under set forth in Section 5(a)-4(a) above, the following:
(iA) continue an amount in cash equal to pay the twelve (12) months of Executive’s then-existing Annual Base Salary Salary, payable, less applicable withholdings and deductions, in the form of salary continuation in regular installments over the 12-month period following the date of Executive’s Separation from Service in accordance with the Company’s customary normal payroll practices practices, no less frequently than monthly, with the first of such installments to commence on the first regular payroll date following the date the Release becomes effective and irrevocable
(B) if not yet paid, a pro-rated portion (based on the number of days Executive was employed by the Company during the period (the “Severance Period”) beginning on calendar year in which the Date of Termination occurs) of the Annual Bonus that Executive would have earned had Executive remained employed through the First Anniversary, as determined by the Board in good faith. If and ending to the extent earned, such pro-rated First-Year Performance Bonus shall be paid within one month following the First Anniversary;
(C) a pro-rated portion (based on the earlier to occur number of (A) days Executive was employed by the twenty-four (24) month anniversary of Company during the calendar year in which the Date of Termination and occurs) of the Annual Bonus,
(BD) the first date that the Executive violates any covenant contained in Section 6 or 7;
vesting and, if applicable, exercisability shall be accelerated (iiand, if applicable, all restrictions and rights of repurchase on such awards shall lapse) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder effective as of immediately prior to the Date of TerminationTermination with respect to 100% of the shares subject to Executive’s then annual outstanding equity awards (including any such awards that vest in whole or in part based on the attainment of performance-vesting conditions, which shall vest based on actual performance as of the Date of Termination and otherwise be governed by the terms of the applicable award agreement); and
(iiiE) during the period commencing on the Date of Termination and ending twelve (12) months thereafter, or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion valid election to continue healthcare coverage under Section 4980B of the Annual Bonus payable with respect Code and the regulations thereunder, the Company shall, in its sole discretion, either (A) continue to provide to Executive and Executive’s dependents, at the calendar year Company’s sole expense, or (B) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any), at the same levels and costs in which such termination occurs, determined on a daily basis, based solely effect on the actual level Date of achievement Termination (excluding, for purposes of the applicable performance goals for such yearcalculating cost, and payable if and when annual bonuses are paid an employee’s ability to other senior executives of the Company pay premiums with respect to such year. pre-tax dollars); provided, however, that notwithstanding the foregoingif (1) any plan pursuant to which such benefits are provided is not, (x) the amounts payable or ceases prior to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation periodthe continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), on or prior to the sixtieth (60th) day following the Date of Termination; and (y2) the installment payments pursuant Company is otherwise unable to this continue to cover Executive or Executive’s dependents under its group health plans or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 5(b) 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall commence on thereafter be paid to Executive in substantially equal monthly installments over the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymentCOBRA Period (or remaining portion thereof).
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; andand Doc#: US1:12259230v9
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-non- revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 1 contract
Samples: Employment Agreement (ADT Inc.)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(bIn the event at any time of (i) the termination of the employment of the EXECUTIVE without Cause (for any reason other than by death), if or (ii) the Company terminates resignation of the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if EXECUTIVE from the Company elects not to renew the term EMPLOYER within 30 days of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with an event constituting Good Reason pursuant to Section 4(a)(v)Reason, the Company shall, in addition EMPLOYER shall pay or provide to the benefits and payments under Section 5(a)-EXECUTIVE the following:
(i) continue any earned and accrued but unpaid instalment of base salary through the date of the EXECUTIVE’s resignation or termination at the rate in effect immediately prior to pay such resignation or termination (or, if greater, immediately prior to the Annual Base Salary in accordance with occurrence of an event that constitutes Good Reason) and all other unpaid amounts to which the Company’s customary payroll practices EXECUTIVE is entitled as of such date under any compensation plan or program of the EMPLOYER (including payment for any vacation time not taken during the period (year in which termination occurs and any accrued unpaid vacation from the “Severance Period”) beginning on prior year), such payments to be made in a lump sum within 15 days following the Date date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 resignation or 7;termination; and
(ii) continue a prorated bonus consisting in the amount the EXECUTIVE would have been entitled to provide coverage during pursuant to Section 4.3, had the Severance Period for EXECUTIVE remained employed through the Executive and any eligible dependents under all Company health and welfare plans end of the fiscal year in which termination occurs, multiplied by a fraction, the Executive and any numerator of which is the number of days from the beginning of such dependents participated immediately prior fiscal year to the Date date of Terminationtermination, and the denominator of which is 365, such amount to be paid no later than the extent permitted thereunder (and time annual bonuses are paid to other executives of the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of TerminationEMPLOYER; and
(iii) subject in lieu of any further salary payments to the ExecutiveEXECUTIVE for periods subsequent to his date of resignation or termination, an amount equal to the EXECUTIVE’s compliance with base salary in effect immediately prior to the covenants contained in Sections 6 and 7EXECUTIVE’s resignation or termination (or, pay if greater, immediately prior to the Executive a prorated occurrence of an event that constitutes Good Reason) for the period (the “Period”) that is the unexpired portion of the Annual Bonus Term plus up to a maximum of twelve (12) months being the period in which the EXECUTIVE is unable to find another suitable employment position. In the event that the termination or resignation occurs between March 31, 2010 and March 31, 2011, then the Period shall be one (1) year plus up to a maximum of twelve (12) months being the period in which the EXECUTIVE is unable to find another suitable employment position. The payment for the unexpired portion of the term (or the minimum one (1) year period) shall be made in a lump sum within 15 days following the date of the EXECUTIVE’s resignation or termination while the other portion shall be payable to the EXECUTIVE in the same manner as his base salary is paid hereunder; and
(iv) an amount equal to the average annual bonus paid to the EXECUTIVE for the last 3 fiscal years ending prior to date of the EXECUTIVE’s resignation or termination, multiplied by a fraction, the numerator of which is the number of days in the Period and the denominator of which is 365. The payment for the unexpired portion of the term (or the minimum one (1) year period) shall be made in a lump sum within fifteen (15) days following the later of the date of the EXECUTIVE’s resignation or termination and the date that such amount can be determined if a bonus for the immediately preceding fiscal year and not yet been calculated while the other portion shall be payable to the EXECUTIVE on a monthly basis on the first day of each month until such time as the EXECUTIVE is able to find another suitable employment position in an amount equal to one-twelfth (1/12) of the average annual bonus for the three (3) fiscal years ending prior to the date of the EXECUTIVE’s resignation or termination.
(v) the EMPLOYER shall maintain in full force and effect for the Period, all benefits including but not limited to the retirement programs, financial planning arrangements and the life, disability, vision, health, drug and dental plans as described in Section 4.5 in which the EXECUTIVE was entitled to participate either immediately prior to the EXECUTIVE’s resignation or termination or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the EXECUTIVE’s continued participation is possible under the general terms and provisions of such plans and programs. Where EXECUTIVE is not entitled to participate in a group health benefit plan, EMPLOYER shall cover his expenses through COBRA for the Medical, Dental and Vision Benefits, but will not cover any expenses for group life or group disability benefits through COBRA or through any other group insurance replacement program.
(vi) additionally, the EXECUTIVE shall be paid, if not already paid by Birks, a lump sum cash payment of $39,000 per annum and payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement unexpired portion of the applicable performance goals for such year, term (or the minimum one (1) year period) in a lump sum within fifteen (15) days following the date of EXECUTIVE’s resignation or termination and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. providedthe other portion on a monthly basis, however, that notwithstanding the foregoing, (x) the which amounts payable to the Executive under this Section 5(b) shall be contingent upon in full satisfaction of premium reimbursement in all supplemental disability and subject to life insurance programs under Section 4.6 and described in Exhibit C. EMPLOYER’s payment shall cease at the Executive’s execution and non-revocation end of a general waiver and release the termination of claims agreement in the Company’s customary form (employment and the expiration severance period. EXECUTIVE shall provide to EMPLOYER, for informational purposes only, copies of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of invoices for such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymentpremiums.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the event of a Termination Without Cause (other than in the case of disability) or a Resignation With Good Reason:
(i) the Company terminates shall pay all Accrued Obligations to the Executive’s employment without Cause pursuant Executive in a lump sum in cash within thirty (30) days after the Date of Termination; and
(ii) an amount equal to Section 4(a)(ivthe product of three (3) or if times the Company elects not to renew sum of (A) the highest Base Salary during the term of this Second Amended and Restated Employment Agreement and terminate (B) the Executive’s employment hereunder in accordance with Section 2(b) above, or if full "Target Award" fixed for the Executive resigns from his employment with Good Reason pursuant for the then current fiscal year shall be paid to Section 4(a)(v)the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; and
(iii) an incentive bonus equal to the full "Target Award" fixed for the Executive for the then current fiscal year multiplied by a fraction, the Company shall, numerator of which is the number of days in addition to the benefits and payments under Section 5(a)-
(i) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on then current fiscal year through the Date of Termination and ending on the earlier denominator of which is 365, shall be paid to occur the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; and
(iv) an amount equal to the sum of (A) the twenty-four (24) month anniversary maximum contributions that could have been made by the Company on the Executive's behalf to all defined contribution plans of the Date of Termination Company (assuming that the Executive had made the maximum allowable contributions to such plans) and (B) the first date present value of the benefits that the Executive violates any covenant contained could have accrued under all defined benefit plans of the Company, had the Executive continued to participate in Section 6 or 7;such plans for the three (3)-year period following the Date of Termination, shall be paid to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; and
(iiv) continue for a period of two (2) years, the Company shall arrange to provide the Executive, at the Company's cost, with life, disability and health-and-accident insurance coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in providing substantially similar benefits to those which the Executive and any such dependents participated was receiving immediately prior to the Date of Termination, to the extent permitted thereunder (and the Company continues to the extent that maintain benefit plans providing for such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Terminationexecutives generally; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, Company may cease providing such benefits at such time as the Executive is provided with substantially equivalent benefits by another employer; and
(xvi) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject entitled to the Executive’s execution and non-revocation receive all benefits accrued by him as of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through under the date Company's retirement, incentive or other benefit plans in which the Executive was participating as of the Date of Termination (but only to the extent not previously paid or distributed to the Executive) in such manner and at such time as are provided under the terms of such initial paymentplans; and
(vii) except as otherwise provided in Paragraph 15 hereof, all other obligations of the Company hereunder shall cease forthwith.
Appears in 1 contract
Samples: Employment Agreement (Trion Inc)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his her employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 1 contract
Samples: Employment Agreement (ADT, Inc.)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the Company event that Employer terminates the Executive’s your employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) aboveCause, or if you resign your employment for Good Reason, you shall be entitled to receive the Executive resigns from his employment with Good Reason following:
(a) Employer will pay and provide your Limited Accrued Compensation and Benefits, plus any unpaid amounts to which you are entitled to reimbursement pursuant to Section 4(a)(vparagraph 6(b) that were incurred prior to your Termination Date (together, the “Accrued Compensation and Benefits”);
(b) Employer will pay you a Bonus for the calendar year in which you terminate employment, such Bonus to be determined based on actual performance pursuant to the performance goal(s) described in paragraph 3(b)(i) hereof, and then prorated based on the number of calendar days of such year elapsed through the date of your termination of employment (the “Pro-Rata Bonus”);
(c) Employer will pay you a cash severance amount (the “Severance Payment”) equal to three (3) times the sum of: (i) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (ii) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years prior to the Termination Date; provided, that for purposes of determining the average annual Bonus under clause (ii), the Company shallterm “Bonus” shall mean for each applicable calendar year the total amount designated by the Compensation Committee as your Bonus for such calendar year, whether paid in addition to the benefits cash, stock, stock options or stock awards or a combination thereof, and payments under Section 5(a)-including any portion awarded as a Creative Bonus;
(id) continue to pay All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for the Annual Base Salary greater of the period provided in accordance with the Company’s customary payroll practices during provisions of grant, or for three (3) years from the period (the “Severance Period”) beginning on the Date end of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7Employment Term, but not beyond their normal expiration date;
(iie) continue All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to provide coverage during any prior deferral election, be settled within ten (10) business days after your Termination Date; provided, however, that in the Severance Period event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Code, such award shall vest if and to the extent the Compensation Committee certifies that a level of the performance goal(s) relating to such award has been met for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date calendar year of Terminationtermination, and, to the extent permitted thereunder applicable, shall, subject to any prior deferral election, be settled within ten (10) business days thereafter, but in no event later than March 15th of the calendar year after the calendar year in which the award was granted; provided, further, that in the event and to the extent that compliance with the performance-based compensation exception under Section 162(m) of the Code is not required in order to ensure the deductibility of any such benefits may be provided under applicable law without penaltyequity awards, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any active-employee cost-sharing prior deferral election, be settled within ten (10) business days thereafter;
(f) You shall be provided, without charge to you, in either New York or similar provisions Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect for immediately prior to your termination), until the Executive thereunder conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement;
(g) Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b), at the same level of coverage that was in effect immediately prior to the Termination Date of Termination; and
(iii) subject and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Executive’s compliance with Termination Date, until the covenants contained in Sections 6 and 7, pay the Executive a prorated portion end of the Annual Bonus payable with respect to Original Employment Term or, if earlier, the calendar year date on which you become eligible for at least as much insurance coverage as the coverage that was in which effect at the time of your termination, from a third party employer at such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. employer’s expense; provided, however, that notwithstanding Employer may decrease the foregoingamount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b);
(h) You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (i) 36 months following termination of your employment and (ii) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependents) of Employer on or before the first day of each calendar month commencing with the first calendar month following the Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependents at no additional cost to you (including on a tax-grossed up basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 4980B(f) of the Code shall run concurrently with the Continuation Period;
(i) For purposes of calculating your plan benefit under any SERP, you shall be credited with additional age and service credit equal to the lesser of (i) three (3) years or (ii) the period elapsed from the Termination Date to the end of the Original Employment Term (the “SERP Credit”);
(j) You will receive a cash payment equal to Fifteen Million Dollars ($15,000,000), if your Termination Date occurs prior to the 0000 XXX Grant Date; provided, that if your employment terminates pursuant to paragraph 10(b), the amount set forth in this clause (j) shall be prorated based on the number of days which has elapsed during the 12-month period beginning on the RSU Grant Date immediately preceding your Termination Date (if your Termination Date occurs prior to the 2018 Grant Date, the last Annual RSU Grant Date shall be deemed to be February 23, 2017);
(k) If, following your termination of employment pursuant to paragraph 10(b) or 10(c), you do not notify Employer within thirty (30) days following your Termination Date that you wish to provide Producer Services (as defined in and in accordance with paragraph 12(c)), you will receive a payment equal to Ten Million Dollars ($10,000,000). Your receipt of such payment constitutes a waiver of any claims, whether known or unknown, that you may have against Employer related to a Production Agreement (as defined in paragraph 12(c)); and
(l) You will receive (x) grants of shares of Class B Common Stock earned as the amounts payable Performance Awards (if any) pursuant to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and at the expiration of any applicable revocation period)time provided in) Schedules A, on or prior to the sixtieth (60th) day following the Date of Termination; B and C, and (y) payment of the installment payments Cash Performance Award (if any) pursuant to this Section 5(b(and at the time provided in) shall commence on the first payroll period following the effective date of such release of claimsSchedule D, in each case subject to paragraphs 10(d)(iv) and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment10(d)(v).
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination without Cause or Resignation with Good Reason. Subject In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to Section 11(breceive the following:
(a) Employer will pay and provide your Limited Accrued Compensation and Benefits, plus any unpaid amounts to which you are entitled to reimbursement pursuant to paragraph 6(b) that were incurred prior to your Termination Date (together, the “Accrued Compensation and Benefits”);
(b) Employer will pay you a Bonus for the calendar year in which you terminate employment, such Bonus to be determined based on actual performance pursuant to the performance goal(s) described in paragraph 3(b)(i) hereof, and then prorated based on the number of calendar days of such year elapsed through the date of your termination of employment (the “Pro-Rata Bonus”);
(c) Employer will pay you a cash severance amount (the “Severance Payment”) equal to three (3) times the sum of: (i) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (ii) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years prior to the Termination Date; provided, that for purposes of determining the average annual Bonus under clause (ii), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term “Bonus” shall mean for each applicable calendar year the total amount designated by the Compensation Committee as your Bonus for such calendar year, whether paid in cash, stock, stock options or stock awards or a combination thereof, and including any portion awarded as a Creative Bonus;
(d) All of this Agreement your outstanding unvested Employer stock options will vest, and terminate all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for the Executive’s employment hereunder greater of the period provided in accordance with Section 2(b) abovethe provisions of grant, or for three (3) years from the end of Employment Term, but not beyond their normal expiration date;
(e) All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to any prior deferral election, be settled within ten (10) business days after your Termination Date; provided, however, that in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Code, such award shall vest if and to the Executive resigns from his employment extent the Compensation Committee certifies that a level of the performance goal(s) relating to such award has been met for the calendar year of termination, and, to the extent applicable, shall, subject to any prior deferral election, be settled within ten (10) business days thereafter, but in no event later than March 15th of the calendar year after the calendar year in which the award was granted; provided, further, that in the event and to the extent that compliance with Good Reason pursuant the performance-based compensation exception under Section 162(m) of the Code is not required in order to Section 4(a)(vensure the deductibility of any such equity awards, such equity awards shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any prior deferral election, be settled within ten (10) business days thereafter;
(f) You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the Company shallconclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement;
(g) Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b), at the same level of coverage that was in effect immediately prior to the Termination Date and on terms and conditions under which the life insurance is provided that are no less favorable to you than those in effect immediately prior to the Termination Date, until the end of the Original Employment Term or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b);
(h) You and your eligible dependents shall be entitled to continued participation at your sole cost, in addition all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (i) 36 months following termination of your employment and (ii) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the benefits extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and payments employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependents) of Employer on or before the first day of each calendar month commencing with the first calendar month following the Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependents at no additional cost to you (including on a tax-grossed up basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 5(a)-4980B(f) of the Code shall run concurrently with the Continuation Period;
(i) continue For purposes of calculating your plan benefit under any SERP, you shall be credited with additional age and service credit equal to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during lesser of (i) three (3) years or (ii) the period elapsed from the Termination Date to the end of the Original Employment Term (the “Severance PeriodSERP Credit”);
(j) beginning on You will receive a cash payment calculated as the Date sum of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary each of the following, as applicable:
(i) Ten Million Dollars ($10,000,000), if your Termination Date of Termination and (B) occurs prior to the first date that the Executive violates any covenant contained in Section 6 or 70000 XXXX Grant Date;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately Ten Million Dollars ($10,000,000), if your Termination Date occurs prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination2016 PRSU Grant Date; and
(iii) subject Fifteen Million Dollars ($15,000,000), if your Termination Date occurs prior to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. 0000 XXX Grant Date; provided, howeverthat if your employment terminates pursuant to paragraph 10(b), that notwithstanding the foregoing, amount set forth in this clause (x) the amounts payable to the Executive under this Section 5(bj)(iii) shall be contingent upon and subject to prorated based on the Executive’s execution and nonnumber of days which has elapsed during the 12-revocation of a general waiver and release of claims agreement in month period beginning on the Company’s customary form RSU Grant Date immediately preceding your Termination Date (and the expiration of any applicable revocation period), on or if your Termination Date occurs prior to the sixtieth 2015 Grant Date, the last Annual RSU Grant Date shall be deemed to be February 20, 2014);
(60thk) day If, following the Date your termination of Termination; and (y) the installment payments employment pursuant to this Section 5(bparagraph 10(b) shall commence on the first payroll period or 10(c), you do not notify Employer within thirty (30) days following the effective date your Termination Date that you wish to provide Producer Services (as defined in and in accordance with paragraph 12(c)), you will receive a payment equal to Ten Million Dollars ($10,000,000). Your receipt of such release payment constitutes a waiver of any claims, whether known or unknown, that you may have against Employer related to a Production Agreement (as defined in paragraph 12(c)); and
(l) You will receive a grant of shares of Class B Common Stock earned as the Performance Award (if any) pursuant to (and at the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(btime provided in) from the Date of Termination through the date of such initial paymentSchedule A, subject to paragraphs 10(d)(iv) and 10(d)(v).
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination without Cause or Resignation with Good Reason. (i) Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above), or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
(i) continue to 5(a), pay or provide the Annual Base Salary in accordance Executive with the Company’s customary payroll practices during severance benefits that would be paid or provided to the period Executive upon such a termination of employment under the Severance Plan as if he were then an Eligible Executive (as defined in the “Severance Period”) beginning Plan), based on the Date terms and conditions of Termination and ending the Severance Plan as in effect on the earlier Commencement Date (without regard to occur of any terms or conditions permitting the Company to amend or terminate the Severance Plan); provided, however, that (A) the Severance Pay (as defined in the Severance Plan) shall equal two hundred percent (200%) of the Executive’s then-current Annual Base Salary, and the Severance Period (as defined in the Severance Plan) shall be the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to period following the Date of Termination, to the extent permitted thereunder and (and to the extent that such benefits may be provided under applicable law without penaltyB) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable solely with respect to the calendar year Co-Invest PVSOs, the paragraph in which the Severance Plan titled “Treatment of Equity Benefits” shall be deemed to provide for prorated vesting eligibility in accordance with such termination occurs, determined on a daily basis, based solely on paragraph for the actual level number of achievement of days during the applicable performance goals for such year, period elapsed through the Date of Termination (and payable if and when annual bonuses are paid to other senior executives not through the end of the Company with respect to such year. provided, however, that notwithstanding the foregoing, Severance Period).
(xii) the The amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to both the Executive’s compliance with the covenants contained in Sections 6 and 7 and the Executive’s fulfillment of the requirements for the receipt of severance benefits under the Severance Plan, including execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.of
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the event of a Termination Without Cause (other than in the case of disability) or a Resignation With Good Reason:
(i) the Company terminates shall pay all Accrued Obligations to the Executive’s employment without Cause pursuant to Section 4(a)(ivExecutive in a lump sum in cash within thirty (30) or if days after the Date of Termination; and
(ii) the Company elects not shall pay to renew the Executive an amount equal to the balance of Base Salary for the remainder of the Agreement and any Incentive Compensation then in effect for each year remaining during the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if Agreement. Said amount shall be paid to the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-
a lump sum in cash within thirty (i30) continue to pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during the Severance Period for the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to days after the Date of Termination; and
(iii) subject an amount equal to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion sum of the Annual Bonus payable with respect to maximum contributions that could have been made by the calendar year in which such termination occurs, determined on a daily basis, based solely Company on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid Executive's behalf to other senior executives all defined contribution plans of the Company with respect to such year. provided, however, that notwithstanding on the foregoing, (x) same basis as in effect on the amounts payable Date of Termination for the remainder of the Agreement shall be paid to the Executive under this Section 5(btrustees of such plan(s) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form within thirty (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th30) day following days after the Date of Termination; and (y, however, in the event any such plan(s) will not allow such payment(s) the installment payments Company shall pay to the Executive in lump sum in cash within thirty (30) days after the Date of Termination the total amount not accepted by any such plan(s); and
(iv) the Executive shall be entitled to receive all benefits accrued by him as of the Date of Termination under the Company's retirement, incentive or other benefit plans in which the Executive was participating as of the Date of Termination (but only to the extent not previously paid or distributed to the Executive) in such manner and at such time as are provided under the terms of such plans; and
(v) the Company agrees that in the event the Executive and/or his dependents elect to continue health coverage under COBRA and remain eligible for COBRA coverage continuation, the Company will pay all premium costs for such coverage continuation for the Executive and/or his dependants to the full extent and duration allowed by COBRA.
(vi) the Company agrees that in the event the Executive is so terminated or resigns during the initial three (3) year term of this Agreement, any stock options granted to the Executive pursuant to this Section 5(bParagraph 4(g) hereof which at that point have not fully vested, shall commence on the first payroll period following the effective date of such release of claims, vest immediately and the initial installment Executive shall include a lump-sum payment of all amounts accrued under this Section 5(bhave thirty (30) days from the Date of Termination through the date of (as defined above) to exercise such initial paymentoptions.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the Company event that Employer terminates the Executive’s your employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) aboveCause, or if you resign your employment for Good Reason, you shall be entitled to receive the Executive resigns from his employment with Good Reason following:
a. Employer will pay and provide your Limited Accrued Compensation and Benefits, plus any unpaid amounts to which you are entitled to reimbursement pursuant to Section 4(a)(v)paragraph 6(b) that were incurred prior to your Termination Date (together, the Company shall“Accrued Compensation and Benefits”);
b. Employer will pay you a Bonus for the calendar year in which you terminate employment, in addition such Bonus to be determined based on actual performance pursuant to the benefits performance goal(s) described in paragraph 3(b)(i) hereof, and payments under Section 5(a)-then prorated based on the number of calendar days of such year elapsed through the date of your termination of employment (the “Pro-Rata Bonus”);
(i) continue to c. Employer will pay the Annual Base Salary in accordance with the Company’s customary payroll practices during the period you a cash severance amount (the “Severance PeriodPayment”) beginning on equal to three (3) times the Date of Termination and ending on the earlier to occur of sum of: (A) your Salary in effect at the twenty-four time of termination (24) month anniversary or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Date of Termination Employment Term); and (B) the first average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years prior to the Termination Date; provided, that for purposes of determining the average annual Bonus under clause (B), the term “Bonus” shall mean for each applicable calendar year the total amount designated by the Compensation Committee as your Bonus for such calendar year, whether paid in cash, stock, stock options or stock awards or a combination thereof, and including any portion awarded in recognition of your creative contributions to Employer’s portfolio of businesses;
d. All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the end of Employment Term, but not beyond their normal expiration date;
e. All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and, subject to any prior deferral election, be settled within ten (10) business days after your Termination Date; provided, however, that in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), such award shall vest if and to the extent the Compensation Committee certifies that a level of the performance goal(s) relating to such award has been met for the calendar year of termination, and, to the extent applicable, shall, subject to any prior deferral election, be settled within ten (10) business days thereafter, but in no event later than March 15th of the calendar year after the calendar year in which the award was granted; provided, further, that in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such equity awards, such equity awards shall immediately vest (with an assumption that the Executive violates performance goal(s) were achieved at target level, if and to the extent applicable) and, subject to any covenant contained prior deferral election, be settled within ten (10) business days thereafter;
f. You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement;
g. Employer will continue to pay the same premium amounts it was paying at the time of your termination in connection with providing you with life insurance coverage as set forth in paragraph 5(b). Such payments of premiums will continue until the end of the Original Employment Term (without regard to any earlier termination of the Employment Term) or, if earlier, the date on which you become eligible for at least as much insurance coverage as the coverage that was in effect at the time of your termination, from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of premiums it pays towards life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, combined with the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount of coverage that was in effect for you at the time of your termination as a result of Employer’s obligations as set forth in paragraph 5(b);
h. You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (A) 36 months following termination of your employment and (B) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependents) of Employer on or before the first day of each calendar month commencing with the first calendar month following the Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependents at no additional cost to you (including on a tax-grossed basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 6 4980B(f) of the Code shall run concurrently with the Continuation Period;
i. For purposes of calculating your plan benefit under any SERP, you shall be credited with additional age and service credit equal to the lesser of (i) three (3) years or 7(ii) the period elapsed from the Termination Date to the end of the Original Employment Term (the “SERP Credit”);
j. You will receive a cash payment calculated as the sum of the following:
(i) the 2012 Option Grant Value of the 2012 Option Grant, if your Termination Date occurs prior to the 2012 Grant Date;
(ii) continue to provide coverage during the Severance Period for 2013 Grant Date Value of the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately 2013 TRSUs, if your Termination Date occurs prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination2013 Grant Date; and
(iii) subject Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000), if your Termination Date occurs prior to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. 0000 XXX Grant Date; provided, howeverthat if your employment is terminated pursuant to paragraph 10(b), that notwithstanding the foregoing, (x) the amounts payable to the Executive under amount set forth in this Section 5(bclause j(iii) shall be contingent upon and subject to prorated based on the Executive’s execution and nonnumber of days which has elapsed during the 12-revocation of a general waiver and release of claims agreement in month period beginning on the Company’s customary form RSU Grant Date immediately preceding your Termination Date (and the expiration of any applicable revocation period), on or if your Termination Date occurs prior to the sixtieth (60th) day 2013 Grant Date, the last RSU Grant Date shall be deemed to be February 23, 2012); and
k. If, following the Date your termination of Termination; and (y) the installment payments employment pursuant to this Section 5(bparagraph 10(b) shall commence on the first payroll period or 10(c), you do not notify Employer within thirty (30) days following the effective date your Termination Date that you wish to provide Producer Services (as defined in paragraph 12(c)), you will receive a payment equal to Ten Million Dollars ($10,000,000). Your receipt of such release payment constitutes a waiver of any claims, and the initial installment shall include whether known or unknown, that you may have against Employer related to a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymentProduction Agreement (as defined in paragraph 12(c)).
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the If Executive’s employment hereunder is terminated without Cause by the Company or Executive resigns with Good Reason during the Employment Period, then Executive shall be entitled to receive the following: (i) any accrued and unpaid Base Salary through the termination date; (ii) any eligible unpaid expense reimbursements; (iii) all other accrued and vested payments, benefits or fringe benefits to which Executive is entitled in accordance with Section 2(b) abovethe terms and conditions of the applicable compensation or benefit plan, program or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), arrangement of the Company shall(collectively, in addition to the benefits and payments under Section 5(a)-
items (i) continue through (iii) are referred to pay hereafter as the “Accrued Benefits”). In addition, if such termination occurs after the first three months (or equivalent period if the Fiscal Year changes) of any Fiscal Year, Executive will also be eligible to receive (iv) the lesser of (1) the Annual Bonus calculated for such Fiscal Year at the time of termination or (2) the Annual Bonus calculated at the end of such fiscal year in which the termination occurs. After March 31, 2019, Executive shall also be entitled to (v) an amount equal to up to nine (9) months of Executive’s annual Base Salary Salary, payable in substantially equal installments in accordance with the Company’s customary regular payroll practices for a period of twelve (12) months following the termination, subject to the Company’s sole option to increase this severance amount up to twelve (12) months of Executive’s annual Base Salary, to be paid over eighteen (18) months, consistent with the restrictive covenant provisions in Section 5 herein (the “Continued Salary Payments”); and (vi) Company payment of the cost of health insurance continuation under COBRA for Executive and Executive’s eligible dependents for a period of six (6) months following the termination, which payment will be made directly to the insurer on behalf of Executive (items (iv), (v) and (vi) together, the “Severance Benefits”). The Severance Benefits shall cease to be paid if, in the Board’s reasonable determination, Executive secures full time executive-level employment or an executive board-level role for compensation, provided, however that Executive shall receive at least three (3) months of Severance Benefits. A general release of claims in form and substance reasonably required by the Company and not revoked during any period when such revocation is permitted under relevant law will be required for any Severance Benefits under this section, other than the Accrued Benefits. The Continued Salary Payments shall commence with the first payment being made on the first payroll date immediately following the 60th day following Executive’s separation date (the “Continued Salary Commencement Date”) and such first payment to include any installments that otherwise would have been paid during the period (the “Severance Period”) beginning commencing on the Date of Termination separation date and ending on with the earlier to occur Continued Salary Commencement Date. Each such installment payment shall be treated as a separate payment for purposes of Code Section 409A (A) the twenty-four (24) month anniversary defined in Section 25 below). “Good Reason” shall mean any of the Date of Termination and following: (Bi) the first date that the Executive violates any covenant contained a material change in Section 6 or 7;
job title; (ii) continue to provide coverage during the Severance Period for a change in reporting structure where the Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately prior no longer reports directly to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of TerminationBoard; and
(iii) subject to the Executive’s compliance a material reduction in job duties or scope; or (iv) a material reduction in base salary or bonus potential that is not commensurate with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of Executives at the Company with respect to such year. Company; provided, however, that notwithstanding in the foregoingcase of items (ii), (xiii) the amounts payable and (iv) of this definition, such change or reduction continues uncured for a period of fifteen (15) days after written notice from Executive to the Executive under this Section 5(b) shall be contingent upon Company specifying such change or reduction and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior intention to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to terminate this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymentAgreement for Good Reason.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)10(b) and subject to the Executive’s continued compliance with the covenants contained in Sections 6 and 7, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue pay to pay the Executive an aggregate amount equal to the product of (A) one and a half (1.5), and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, in equal installments in accordance with the Company’s customary payroll practices during the eighteen (18)-month period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary expiration of the Date of Termination Severance Period and (B) the first date that the Executive violates any covenant contained in Section 6 and 7 (the “Severance Payments”); provided, however, that if such termination occurs on or 7after the Transition Date, then the aggregate Severance Payments shall instead be equal to the Executive’s Annual Base Salary in effect on the date of termination and the Severance Period shall be reduced to 12 months; and provided further, however, that if such termination is a CIC Qualifying Termination (regardless of whether occurring before, on or following the Transition Date), then (x) the aggregate Severance Payments shall instead be equal to the product of (A) two (2.0) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, and (y) such Severance Payments shall instead be payable in a single lump sum on the Company’s first regular payroll date that follows the sixtieth (60th) day following the Date of Termination;
(ii) continue subject to provide the Executive’s timely election of (and continued eligibility for) continued health coverage pursuant to the federal law known as “COBRA,” the Company shall pay, during the Severance Period twelve (12)-month period following the Date of Termination (or until the Executive becomes eligible for comparable coverage under the health plans of a successor employer, if earlier) (the “COBRA Period”), the applicable COBRA premiums for the Executive and any eligible dependents under all Company who participated in the Company’s health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder plan as of immediately prior to the Date of Termination; andprovided, that in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time) or other applicable law (or to the extent such COBRA subsidy is not permitted under the terms of the applicable benefit plan or applicable law), and in lieu of providing the COBRA subsidy described above, the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the Executive retains an amount equal to the applicable COBRA premiums for such month (or the last month in which COBRA coverage was available to the Executive), with such monthly payment being made on the last day of each month for the remainder of the COBRA Period. For the avoidance of doubt, the Executive’s health benefit coverage from the Company during the COBRA Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code;
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. ;
(iv) provide the Executive with up to twelve (12) months of outplacement assistance through the Company’s then-current outplacement vendor (or, if no such vendor exists, through an outplacement vendor of the Company’s choice); and
(v) if such termination is a CIC Qualifying Termination, then the Company shall pay the Executive a prorated portion of the annual profit sharing program bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual profit sharing program bonuses are paid to other senior executives of the Company with respect to such year; provided, however, that notwithstanding the foregoing, (xA) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement (the “Release”) in the Company’s customary form attached hereto as Exhibit A (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of TerminationTermination (the “Release Requirement”); and (yB) the any installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claimsRelease, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)11(a) and subject to the Executive’s continued compliance with the covenants contained in Sections 6, 7 and 10, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue to pay the Annual Final Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month second anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
7 (ii) continue to provide coverage during the Severance Period for “Salary Payment”), and if the Executive and any eligible dependents under all Company health and welfare plans Date of Termination occurs after June 30 of the calendar year in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7Termination occurs, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of performance achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such yearyear (the “Pro Rata Bonus”, together with the Salary Payment, the “Severance Payment”). Notwithstanding the foregoing, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv), the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Executive dies as described in Section 4(a)(i), or the Executive’s employment is terminated by reason of the Executive’s Disability pursuant to Section 4(a)(ii), in each case, either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control or (y) within eighteen (18) months following a Change in Control (such a termination a “CIC Qualified Termination”), then the Salary Payment shall be equal to two (2) times the sum of (x) the Final Base Salary and (y) the Final Target Annual Bonus and be payable (1) in a single cash lump sum on the sixtieth (60th) day following the Date of Termination in the event that the Change in Control is also a “change in control event” (within the meaning of Section 409A of the Code) or (2) in accordance with the schedule contemplated by the first sentence of this Section 5(b)(i) in the event that the Change in Control is not a “change in control event”, in each case, so long as the Release (as defined below) has become effective and the Executive has not violated any covenant contained in Section 6 or 7, in which case the Severance Payment shall be forfeited;
(ii) pay to the Executive on the sixtieth (60th) day following the Date of Termination a lump sum amount equal to twelve (12) times the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for the Executive under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided, however, that notwithstanding if a CIC Qualified Termination occurs, then such payment will be equal to eighteen (18) times the foregoingemployer portion of the monthly cost of maintaining medical, (x) the amounts payable to dental and/or vision benefits for the Executive under a group health plan of the Company for purposes of COBRA;
(iii) notwithstanding the Company’s expatriate benefit policy for executives, continue to provide the Expatriate Benefits (as if the Executive were still an employed expatriate) as in effect immediately prior to the Date of Termination (or, if clause (i) or (ii) of “Good Reason” is implicated, immediately before any relevant diminution of the Executive’s Annual Base Salary, Target Annual Bonus, or Expatriate Benefits), during the 90-day period following the Date of Termination, or, if earlier, until the date on which the Executive’s primary residence is relocated back to the United States;
(iv) provide the repatriation allowance and repatriation expenses, to the extent the Executive is eligible to receive such payments as part of the Expatriate Benefits; and
(v) provide for vesting of outstanding unvested equity awards (A) for any awards granted prior to January 1, 2018, in full as of the Date of Termination, and (B) for any awards granted on or following January 1, 2018, as set forth in the applicable award agreement or on Exhibit B-4, as applicable; provided, however, that all payments and benefits to be paid or provided pursuant to this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), commence on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant , and, only with respect to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claimsany cash payments, and the initial installment of such payments shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment. Notwithstanding any provision in this Agreement to the contrary, if the Executive breaches any of the covenants contained in Sections 6 and 7 hereof, the Company shall have the right to cease providing any payments or benefits under this Section 5(b) and, if requested, the Executive shall repay to the Company within sixty (60) days of such request any previously paid payments or benefits under this Section 5(b); provided that the foregoing shall not apply unless the Company provides the Executive with written notice of the circumstances it believes constitutes a breach of such covenants within ninety (90) days after it becomes aware of such circumstances; provided further that, if the basis for the alleged breach is curable, then the Executive shall have fifteen (15) days after receipt of such written notice to cure such basis. Payment of the amounts and benefits under this Section 5(b) is in lieu of any other severance or separation pay payable to the Executive whether under any employment agreement, offer letter or severance program, plan or policy, applicable law (including law of the Republic of Korea) or other statute, or otherwise; provided, nothing in this Agreement shall limit or otherwise affect the rights of the Executive may have under any statutory pension under Korean law that has accrued to the Executive’s account as of the Date of Termination.
Appears in 1 contract
Samples: Employment Agreement (MAGNACHIP SEMICONDUCTOR Corp)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)10(b) and subject to the Executive’s continued compliance with the covenants contained in Sections 6 and 7, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue pay to pay the Executive an aggregate amount equal to the product of (A) one and a half (1.5) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, in equal installments in accordance with the Company’s customary payroll practices during the eighteen (18)-month period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary expiration of the Date of Termination Severance Period and (B) the first date that the Executive violates any covenant contained in Section 6 and 7 (the “Severance Payments”); provided, however, that if such termination is a CIC Qualifying Termination, then (x) the aggregate Severance Payments shall instead be equal to the product of (A) two (2.0) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or 7payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, and (y) such Severance Payments shall instead be payable in a single lump sum on the Company’s first regular payroll date that follows the sixtieth (60th) day following the Date of Termination;
(ii) continue subject to provide the Executive’s timely election of (and continued eligibility for) continued health coverage pursuant to the federal law known as “COBRA,” the Company shall pay, during the Severance Period twelve (12)-month period following the Date of Termination (or until the Executive becomes eligible for comparable coverage under the health plans of a successor employer, if earlier) (the “COBRA Period”), the applicable COBRA premiums for the Executive and any eligible dependents under all Company who participated in the Company’s health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder plan as of immediately prior to the Date of Termination; andprovided, that in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time) or other applicable law (or to the extent such COBRA subsidy is not permitted under the terms of the applicable benefit plan or applicable law), and in lieu of providing the COBRA subsidy described above, the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the Executive retains an amount equal to the applicable COBRA premiums for such month (or the last month in which COBRA coverage was available to the Executive), with such monthly payment being made on the last day of each month for the remainder of the COBRA Period. For the avoidance of doubt, the Executive’s health benefit coverage from the Company during the COBRA Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code;
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. ; and
(iv) provide the Executive with up to twelve (12) months of outplacement assistance through the Company’s then-current outplacement vendor (or, if no such vendor exists, through an outplacement vendor of the Company’s choice); and
(v) if such termination is a CIC Qualifying Termination, then the Company shall pay the Executive a prorated portion of the annual profit sharing program bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual profit sharing program bonuses are paid to other senior executives of the Company with respect to such year; provided, however, that notwithstanding the foregoing, (xA) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement (the “Release”) in the Company’s customary form attached hereto as Exhibit A (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of TerminationTermination (the “Release Requirement”); and (yB) the any installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claimsRelease, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the event that this Agreement is terminated by the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the by Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Reason:
(i) continue Executive shall be entitled to pay an amount such that the Annual Base Salary in accordance with net payment to Executive after deduction of all payroll taxes and all income taxes at the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier highest marginal rates applicable to occur of Executive shall be equal to either: (A) twice the twenty-four (24) month anniversary Base Salary for the First Year and twice the First Year Bonus, if said termination of employment occurs during the Date of Termination and First Year; or (B) the first date that Base Salary and the Executive violates Bonus payable in any covenant contained in Section 6 or 7year subsequent to the First Year, if the termination of employment occurs during any such subsequent year;
(ii) continue One hundred percent (100%) of the Stock Grant shall vest, and Executive shall be entitled to provide coverage during a Registration Right (as such term is defined in Paragraph 8(d) below) with respect thereto;
(iii) Any principal or interest amounts due under the Severance Period Loan provided for in Paragraph 5(h)(ii) above, if any, shall be forgiven in full; provided further that if, and only if, Executive's employment is terminated by the Company without Cause or by Executive and any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately with Good Reason prior to the second anniversary of this Agreement, the Company shall additionally pay Executive an amount such that the net payment to Executive after deduction of all income taxes at the highest marginal rates applicable to Executive shall be equal to the amount of the Loan;
(iv) the exercise period for all vested Stock Options shall be one (1) year from the Date of Termination, to ;
(v) any unvested Stock Options remaining unvested in the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to month after the Date of TerminationTermination shall remain unvested and shall no longer be exercisable by Executive; and
(iiivi) subject Executive shall continue to be entitled to the Executive’s compliance with benefits under any employee benefit plans to which he was entitled during the covenants contained in Sections 6 and 7, pay Initial Employment Period or Renewal Period for the Executive a prorated portion remainder of the Annual Bonus payable with respect to the calendar year in which such termination occursInitial Employment Period or Renewal Period, determined on a daily basisrespectively, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymenthereunder.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the Company terminates event that the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if and the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder Employment Term end in accordance with Section 2(b4(e) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v4(f), the Company shall, in addition Executive shall be entitled to the benefits Accrued Benefits and, conditioned on the Executive’s (x) compliance with the “Release Condition” in Section 5(d) below and payments under (y) continued compliance with this Agreement, including Section 5(a)-6 below, the Executive may also earn and receive the following additional severance, subject to Section 10 below:
(i) continue an amount equal to pay the Annual Executive’s Base Salary (as in accordance with effect on the Company’s customary payroll practices during the period Termination Date) for nine (9) months (the “Severance Period”) beginning ), which will be paid in equal periodic installments on the Date of Termination and ending on the earlier to occur of Company’s regular payroll dates (Anot less frequently than monthly) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during over the Severance Period for beginning with the Executive first regular Company payroll date next following the Termination Date; provided that the first installment payment of such severance will be made on the Company’s first regularly scheduled payroll date next following the sixtieth (60th) calendar day after the Termination Date and will include payment of any eligible dependents under all Company health and welfare plans in which the Executive and any such dependents participated immediately installment payments that were otherwise due prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Terminationthereto; and
(iiiii) subject to the Executive’s compliance (x) eligibility for and timely election of continuation coverage under the Company’s group health plan in accordance with the covenants contained in Sections 6 Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and 7, pay (y) continued copayment of coverage premiums at the same level and cost to the Executive a prorated portion of as if the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with respect to pre-tax dollars), continued copayment by the Company for such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable coverage to the Executive same extent that the Company paid for such coverage immediately prior to the Termination Date, in a manner intended to avoid any excise tax under this Section 5(b) shall be contingent upon 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), and subject to the Executive’s execution eligibility requirements and non-revocation of a general waiver other terms and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date conditions of such release insurance coverage, for the duration of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymentSeverance Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Innovative Food Holdings Inc)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)10(b) and subject to the Executive’s continued compliance with the covenants contained in Sections 6 and 7, if the Company terminates the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue pay to pay the Executive an aggregate amount equal to the product of (A) two (2.0) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, in equal installments in accordance with the Company’s customary payroll practices during the thirty (30)-month period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month anniversary expiration of the Date of Termination Severance Period and (B) the first date that the Executive violates any covenant contained in Section 6 and 7 (the “Severance Payments”); provided, however, that if such termination is a CIC Qualifying Termination, then (x) the aggregate Severance Payments shall instead be equal to the product of (A) two and one-half (2.5) and (B) the sum of the Annual Base Salary and the higher of (1) the Target Bonus and (2) the average of the Annual Bonuses paid in or 7payable in respect of (whichever results in the higher average) the three (3) completed calendar years that precede the Date of Termination, and (y) such Severance Payments shall instead be payable in a single lump sum on the Company’s first regular payroll date that follows the sixtieth (60th) day following the Date of Termination; provided, further, that, if any portion of such Severance Payments would be subject to any additional tax, interest or penalties under Section 409A if payable in such a single lump sum (after taking into account all applicable exceptions and exemptions under Section 409A, including, without limitation, the “separation pay plan” and “short term deferral” exceptions), then such portion shall instead be placed into a “rabbi trust” for the benefit of the Executive upon the Executive’s termination and be payable to the Executive in installments (at the same times and in the same amounts) as such portion would have been payable under this Section 5(b)(i) absent a Change in Control;
(ii) continue subject to provide the Executive’s timely election of (and continued eligibility for) continued health coverage pursuant to the federal law known as “COBRA,” the Company shall pay, during the Severance Period thirty (30)-month period following the Date of Termination (or until the Executive becomes eligible for comparable coverage under the health plans of a successor employer, if earlier) (the “COBRA Period”), the applicable COBRA premiums for the Executive and any eligible dependents under all Company who participated in the Company’s health and welfare plans in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder plan as of immediately prior to the Date of Termination; andprovided, that in the event the Company would be subject to any excise tax under Section 4980D of the Code or other penalty or liability pursuant to the provisions of the Patient Protection and Affordable Care Act of 2010 (as amended from time to time) or other applicable law (or to the extent such COBRA subsidy is not permitted under the terms of the applicable benefit plan or applicable law), and in lieu of providing the COBRA subsidy described above, the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the Executive retains an amount equal to the applicable COBRA premiums for such month (or the last month in which COBRA coverage was available to the Executive), with such monthly payment being made on the last day of each month for the remainder of the COBRA Period. For the avoidance of doubt, the Executive’s health benefit coverage from the Company during the COBRA Period shall run concurrent with the health continuation coverage period mandated by Section 4980B of the Code;
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. ; and
(iv) provide the Executive with up to twelve (12) months of outplacement assistance through the Company’s then-current outplacement vendor (or, if no such vendor exists, through an outplacement vendor of the Company’s choice); provided, however, that notwithstanding the foregoing, (xA) the amounts payable to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement (the “Release”) in the Company’s customary form attached hereto as Exhibit A (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of TerminationTermination (the “Release Requirement”); and (yB) the any installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date of such release of claimsRelease, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment.
Appears in 1 contract
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b)11(a) and subject to the Executive’s continued compliance with the covenants contained in Sections 6, 7 and 10, if the Company terminates the Executive’s employment engagement without Cause pursuant to Section 4(a)(iv) or if the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder in accordance with Section 2(b) above, or if the Executive resigns from his employment her engagement with Good Reason pursuant to Section 4(a)(v), the Company shall, in addition to the benefits and payments under Section 5(a)-Accrued Obligations:
(i) continue to pay the Annual Final Base Salary in accordance with the Company’s customary payroll practices during the period (the “Severance Period”) beginning on the Date of Termination and ending on the earlier to occur of (A) the twenty-four (24) month first anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
7 (ii) continue to provide coverage during the Severance Period for “Salary Payment”), and if the Executive and any eligible dependents under all Company health and welfare plans Date of Termination occurs after June 30 of the calendar year in which the Executive and any such dependents participated immediately prior to the Date of Termination, to the extent permitted thereunder (and to the extent that such benefits may be provided under applicable law without penalty) and subject to any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately prior to the Date of Termination; and
(iii) subject to the Executive’s compliance with the covenants contained in Sections 6 and 7Termination occurs, pay the Executive a prorated portion of the Annual Bonus payable with respect to the calendar year in which such termination occursoccurs (which prorated amount shall equal the amount of the Annual Bonus multiplied by a fraction, determined on a daily basis(x) the numerator of which equals the number of days that have elapsed between January 1 of such calendar year and the Date of Termination and (y) the denominator of which equals 365), based solely on the actual level of performance achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives of the Company with respect to such year. year (the “Pro Rata Bonus”, together with the Salary Payment, the “Severance Payment”); provided, however, that, if the Company terminates the Executive’s engagement without Cause pursuant to Section 4(a)(iv) or the Executive resigns from her engagement with Good Reason pursuant to Section 4(a)(v), in each case, either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control, or (y) within 18 months following a Change in Control (such a termination a “CIC Qualified Termination”), then the Severance Payment shall instead equal one and one-half (1.5) times the Final Base Salary, payable over 12 months, in each case so long as the Release (as defined below) has become effective and the Executive has not violated any covenant contained in Section 6 or 7, in which case the Severance Payment shall be forfeited; and
(ii) provide for vesting of any outstanding unvested Equity Awards, as set forth in the Equity Incentive Plan and the applicable Award Agreement(s); provided, however, that notwithstanding the foregoing, (x) the amounts payable all payments and benefits to the Executive under this Section 5(b) shall be contingent upon and subject to the Executive’s execution and non-revocation of a general waiver and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on paid or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments provided pursuant to this Section 5(b) shall commence on the first payroll period 60th day following the effective date Date of such release of claimsTermination, and and, only with respect to any cash payments, the initial installment of such payments shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial payment. Notwithstanding anything herein to the contrary, if the Executive breaches any of the covenants contained in Sections 6 and 7, the Company shall have the right to cease providing any payments or benefits under this Section 5(b) and, if requested, the Executive shall repay to the Company within 60 days of such request any previously paid payments or benefits under this Section 5(b); provided that the foregoing shall not apply unless the Company provides the Executive with written notice of the circumstances it believes constitutes a breach of such covenants within 90 days after it becomes aware of such circumstances; provided further that, if the basis for the alleged breach is curable, then the Executive shall have 15 days after receipt of such written notice to cure such basis. Payment of the amounts and benefits under this Section 5(b) is in lieu of any other severance or separation pay payable to the Executive whether under any previous agreement, offer letter or severance program, plan or policy, applicable law (including the laws of the Republic of Korea) or other statute, or otherwise.
Appears in 1 contract
Samples: Executive Service Agreement (MAGNACHIP SEMICONDUCTOR Corp)
Termination without Cause or Resignation with Good Reason. Subject to Section 11(b), if In the Company terminates event that the Executive’s employment without Cause pursuant to Section 4(a)(iv) or if and the Company elects not to renew the term of this Agreement and terminate the Executive’s employment hereunder Employment Term end in accordance with Section 2(b4(e) above, or if the Executive resigns from his employment with Good Reason pursuant to Section 4(a)(v4(f), the Company shall, in addition Executive shall be entitled to the benefits Accrued Benefits and, conditioned on the Executive’s (x) compliance with the “Release Condition” in Section 5(d) below and payments under (y) continued compliance with this Agreement, including Section 5(a)-6 below, the Executive may also earn and receive the following additional severance, subject to Section 10 below:
(i) continue an amount equal to pay the Annual Executive’s Base Salary (as in accordance with effect on the Company’s customary payroll practices during the period Termination Date) for twelve (12) months (the “Severance Period”) beginning ), which will be paid in equal periodic installments on the Date of Termination and ending on the earlier to occur of Company’s regular payroll dates (Anot less frequently than monthly) the twenty-four (24) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained in Section 6 or 7;
(ii) continue to provide coverage during over the Severance Period for beginning with the Executive and any eligible dependents under all first regular Company health and welfare plans in which payroll date next following the Executive and any such dependents participated immediately prior to the Date of TerminationTermination Date; provided that, to the extent permitted thereunder (and to that the extent that such benefits may be provided under applicable law without penalty) and severance described in this paragraph constitutes “deferred compensation” subject to “Section 409A” (as defined below), the first installment payment of such severance will be made on the Company’s first regularly scheduled payroll date next following the sixtieth (60th) calendar day after the Termination Date and will include payment of any active-employee cost-sharing or similar provisions in effect for the Executive thereunder as of immediately installment payments that were otherwise due prior to the Date of Terminationthereto; and
(iiiii) subject to the Executive’s compliance (x) eligibility for and timely election of continuation coverage under the Company’s group health plan in accordance with the covenants contained in Sections 6 Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and 7, pay (y) continued copayment of coverage premiums at the same level and cost to the Executive a prorated portion of as if the Annual Bonus payable with respect to the calendar year in which such termination occurs, determined on a daily basis, based solely on the actual level of achievement of the applicable performance goals for such year, and payable if and when annual bonuses are paid to other senior executives Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with respect to pre-tax dollars), continued copayment by the Company for such year. provided, however, that notwithstanding the foregoing, (x) the amounts payable coverage to the Executive same extent that the Company paid for such coverage immediately prior to the Termination Date, in a manner intended to avoid any excise tax under this Section 5(b) shall be contingent upon 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), and subject to the Executive’s execution eligibility requirements and non-revocation of a general waiver other terms and release of claims agreement in the Company’s customary form (and the expiration of any applicable revocation period), on or prior to the sixtieth (60th) day following the Date of Termination; and (y) the installment payments pursuant to this Section 5(b) shall commence on the first payroll period following the effective date conditions of such release insurance coverage, for the duration of claims, and the initial installment shall include a lump-sum payment of all amounts accrued under this Section 5(b) from the Date of Termination through the date of such initial paymentSeverance Period.
Appears in 1 contract
Samples: Executive Employment Agreement (Innovative Food Holdings Inc)
