Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies: (i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date; (ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs; (iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination. (iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination; (v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive: (1) Group medical and hospital insurance, (2) Group dental insurance, (3) Group life insurance, and (4) Group long-term disability insurance; and (vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 8 contracts
Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall will be entitled to receive the following compensation, benefits, and other payments from the Companies provided in the following clauses (i), (iii), and (v) of this subparagraph (d) and, if the Executive (A) executes a release of all claims in a form reasonably acceptable to the Companies and the Executive (the "Release") and the applicable revocation period with respect to the Release expires within 45 days (or such longer period as required by law) following the Termination Date and (B) continues to comply with (1) the Executive’s fiduciary obligations to the Companies:, (2) the Executive’s covenants under Paragraphs 18 and 19 of this agreement, and (3) any other material ongoing obligations relating to the Companies to which the Executive is subject, also will be entitled to receive the payments and benefits provided in the following clauses (ii) and (iv) of this subparagraph (d):
(i) The Base Salary through that date which is one Accrued Benefits, payable within fourteen (114) year days after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Termination Date;
(ii) The Executive’s annual incentive bonus for An amount equal to one hundred percent (100%) of the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than average of the Executive’s annual incentive bonus 's compensation shown in Box 1 ("Wages, tips, other compensation") of the Executive's Internal Revenue Service Form W-2 for each of the three calendar year years immediately preceding the calendar year in which the Termination Date occurs, payable in substantially equal installments in accordance with the Companies' normal payroll practices for the twelve (12) months following the Termination Date; provided, that (A) such termination occurspayments shall commence on the first regularly scheduled payroll date that is at least sixty (60) days following the Termination Date upon the conditions that the Executive has delivered the signed Release to the Companies and the Release has become irrevocable (the "Payment Commencement Date") and (B) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this subparagraph between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such terminationTermination Date;
(viv) Continued participation at the Companies' expense in the following group medical, dental, life, and long-term disability insurance benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such terminationTermination Date, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of one (1) year after the Ending Termination Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such terminationTermination Date.
Appears in 5 contracts
Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The A pro rata portion of the Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), based upon the number of days in such calendar year elapsed through the effective date of such termination as a proportion of 365, to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and the Executive had continued to be no less than employed by the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occursCompanies;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 2 contracts
Samples: Employment Agreement (CSG Systems International Inc), Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall will be entitled to receive the following compensation, benefits, and other payments from the Companies provided in the following clauses (i), (iii), and (v) of this subparagraph (d) and, if the Executive (A) executes a release of all claims in a form reasonably acceptable to the Companies and the Executive (the “Release”) and the applicable revocation period with respect to the Release expires within 45 days (or such longer period as required by law) following the Termination Date and (B) continues to comply with (1) the Executive’s fiduciary obligations to the Companies:, (2) the Executive’s covenants under Paragraphs 18 and 19 of this agreement, and (3) any other material ongoing obligations relating to the Companies to which the Executive is subject, also will be entitled to receive the payments and benefits provided in the following clauses (ii) and (iv) of this subparagraph (d):
(i) The Base Salary through that date which is one Accrued Benefits, payable within fourteen (114) year days after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Termination Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed An amount calculated as if follows:
1. If the Executive were employed by has been in the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no position for less than two years, then an amount equal to the sum of the Executive’s annual Base Salary, incentive bonus (paid at 100% of achievement) and the value of any equity awards granted in the last year that would be applicable to the first year of potential vesting (paid at 100% of achievement);
2. If the Executive has been in the position for less than three years, then an amount equal to the sum of the Executive’s Base Salary, incentive bonus (paid at 100% of achievement) and the value of any equity awards granted in the last two years that would be applicable to each of the first two years of potential vesting (paid at 100% of achievement); or
3. If the Executive has been in the position for three years or more, then an amount equal to one hundred percent (100%) of the average of the Executive’s compensation shown in Box 1 (“Wages, tips, other compensation”) of the Executive’s Internal Revenue Service Form W-2 for each of the three calendar year years immediately preceding the calendar year in which the Termination Date occurs; payable in substantially equal installments in accordance with the Companies’ normal payroll practices for the twelve (12) months following the Termination Date; provided, that (A) such termination occurspayments shall commence on the first regularly scheduled payroll date that is at least sixty (60) days following the Termination Date upon the conditions that the Executive has delivered the signed Release to the Companies and the Release has become irrevocable (the “Payment Commencement Date”) and (B) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this subparagraph between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such terminationTermination Date;
(viv) Continued participation at the Companies’ expense in the following group medical, dental, life, and long-term disability insurance benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such terminationTermination Date, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of one (1) year after the Ending Termination Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such terminationTermination Date.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall will be entitled to receive the following compensation, benefits, and other payments from the Companies provided in the following clauses (i), (iii), and (v) of this subparagraph (d) and, if the Executive (A) executes a release of all claims in a form reasonably acceptable to the Companies and the Executive (the "Release") and the applicable revocation period with respect to the Release expires within 45 days (or such longer period as required by law) following the Termination Date and (B) continues to comply with (1) the Executive’s fiduciary obligations to the Companies:, (2) the Executive’s covenants under Paragraphs 18 and 19 of this agreement, and (3) any other material ongoing obligations relating to the Companies to which the Executive is subject, also will be entitled to receive the applicable payments and benefits provided in the following clauses (ii) and (iv) of this subparagraph (d):
(i) The Base Salary through that date which is one Accrued Benefits, payable within fourteen (114) year days after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Termination Date;
(ii1) The Executive’s annual incentive bonus for If the calendar year in which such termination Termination Date occurs (computed as if the Executive were employed by the Companies throughout such calendar year)during 2016 or 2017, to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An an aggregate amount equal to fifty percent (50%I) of the Executive's Base Salary in effect on the effective Termination Date and (II) any annual incentive bonus which the Executive actually would have been entitled to receive for the calendar year during which the Termination Date occurs if his employment had not been terminated, with the Base Salary amount being payable in substantially equal installments in accordance with the Companies' normal payroll practices for the twelve (12) months following the Termination Date and with any incentive bonus amount being payable in accordance with the Companies' regular practices for the payment of annual incentive bonuses to their senior executive officers; provided, that (A) such payments shall commence on the first regularly scheduled payroll date that is at least sixty (60) days following the Termination Date (or on such later date as is applicable with respect to the payment of any incentive bonus amount) upon the conditions that the Executive has delivered the signed Release to the Companies and the Release has become irrevocable (the "Payment Commencement Date") and (B) the first such terminationpayment shall include all payments that otherwise would have been paid to the Executive pursuant to this clause (1) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date, such amount to be paid, without interest, one year after the effective date of such termination.or
(iv2) if the Termination Date occurs after December 31, 2017, an amount equal to one hundred percent (100%) of the average of the Executive's compensation shown in Box 1 ("Wages, tips, other compensation") of the Executive's Internal Revenue Service Form W-2 for the three (or fewer) calendar years (excluding 2016) ended prior to the Termination Date during which the Executive was employed by the Companies, payable in substantially equal installments in accordance with the Companies' normal payroll practices for the twelve (12) months following the Termination Date; provided, that (A) such payments shall commence on the Payment Commencement Date and (B) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this clause (2) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date;
(iii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such terminationTermination Date;
(viv) Continued participation at the Companies' expense in the following group medical, dental, life, and long-term disability insurance benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such terminationTermination Date, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of one (1) year after the Ending Termination Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such terminationTermination Date.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date last day of such termination the then current term of this agreement (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred ninety-five percent (50195%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, to the extent of fifty percent (50%) one year after the effective date of such termination and to the extent of the remaining fifty percent (50%) two years after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The If the effective date of such termination is during 2005, the Base Salary through December 31, 2006, and if the effective date of such termination is during or after 2006, the Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The A pro rata portion of the Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), based upon the number of days in such calendar year elapsed through the effective date of such termination as a proportion of 365, to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and the Executive had continued to be no less than employed by the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occursCompanies;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and;
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination; and
(vi) Those benefits described in section 10(m) below, subject to the conditions contained therein.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such such, termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred ninety percent (50190%) of the Base Salary in effect on the effective date of such termination, one-half (1/2) of such amount to be paid, without interest, not later than thirty (30) days after the effective date of such termination and the other one-half (1/2) of such amount to be paid, without interest, one (1) year after the effective date of such termination.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.”
Appears in 1 contract
Samples: Restated Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disabilitydisability (the effective date of the termination of the Executive’s employment pursuant to this subparagraph (d) being referred to in this subparagraph (d) as the “Termination Effective Date”), then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination Termination Effective Date (the “Salary Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Salary Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Salary Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred fifteen percent (50115%) of the Base Salary in effect on the effective date Termination Effective Date, one-half (1/2) of such terminationamount to be paid, without interest, not later than thirty (30) days after the Termination Effective Date and the other one-half (1/2) of such amount to be paid, without interest, one (1) year after the effective date of such terminationTermination Effective Date.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such terminationTermination Effective Date;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective Termination Effective Date and on the same terms as were in effect on the date of such terminationimmediately preceding the Termination Effective Date, but only to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Salary Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(43) Group long-term disability insurance; and;
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date Termination Effective Date; provided, that (i) the Executive shall not be entitled to make any contributions to a 401(k) plan of the Companies for periods after the Termination Effective Date, (ii) the Companies will have no obligation to make any contributions to a 401(k) plan of the Companies for the benefit of the Executive for periods after the Termination Effective Date, (iii) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Termination Effective Date which has not vested in the Executive as of the Termination Effective Date shall vest in the Executive after the Termination Effective Date, and (iv) no stock option granted to the Executive by CSGS prior to the Termination Effective Date shall be exercisable by the Executive after the Termination Effective Date except as expressly permitted by the provisions of the applicable stock option agreement; and
(vi) Reimbursement of all of the Executive’s relocation costs and expenses for a move back to the Greater Rochester, NY area in substantially the same manner and to substantially the same extent as relocation expenses were covered for Executive’s move to the Denver, Colorado area, but without any obligation of the Executive to repay to the Companies any portion of such terminationreimbursement.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disabilitydisability (the effective date of the termination of the Executive’s employment pursuant to this Xxxxxxxxx Employment Agreement Amendment March 2011 (final) subparagraph (d) being referred to in this subparagraph (d) as the “Termination Effective Date”), then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination Termination Effective Date (the “Salary Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Salary Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Salary Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred fifteen percent (50115%) of the Base Salary in effect on the effective date Termination Effective Date, one half (1/2) of such terminationamount to be paid, without interest, not later than thirty (30) days after the Termination Effective Date and the other one-half (1/2) of such amount to be paid, without interest, one (1) year after the effective date of such terminationTermination Effective Date.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such terminationTermination Effective Date;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective Termination Effective Date and on the same terms as were in effect on the date of such terminationimmediately preceding the Termination Effective Date, but only to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Salary Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(43) Group long-term disability insurance; and;
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date Termination Xxxxxxxxx Employment Agreement Amendment March 2011 (final) Effective Date; provided, that (i) the Executive shall not be entitled to make any contributions to a 401(k) plan of the Companies for periods after the Termination Effective Date, (ii) the Companies will have no obligation to make any contributions to a 401(k) plan of the Companies for the benefit of the Executive for periods after the Termination Effective Date, (iii) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Termination Effective Date which has not vested in the Executive as of the Termination Effective Date shall vest in the Executive after the Termination Effective Date, and (iv) no stock option granted to the Executive by CSGS prior to the Termination Effective Date shall be exercisable by the Executive after the Termination Effective Date except as expressly permitted by the provisions of the applicable stock option agreement; and
(vi) Reimbursement of all of the Executive’s relocation costs and expenses for a move back to the Greater Rochester, NY area in substantially the same manner and to substantially the same extent as relocation expenses were covered for Executive’s move to the Denver, Colorado area, but without any obligation of the Executive to repay to the Companies any portion of such terminationreimbursement.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one two (12) year years after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred sixty percent (50160%) of the Base Salary in effect on the effective date of such termination, one-half ( 1/2) of such amount to be paid, without interest, not later than thirty (30) days after the effective date of such termination and the other one-half ( 1/2) of such amount to be paid, without interest, one (1) year after the effective date of such termination.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.”
Appears in 1 contract
Samples: Restated Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred twenty-five percent (50125%) of the Base Salary in effect on the effective date of such termination, one-half ( 1/2) of such amount to be paid, without interest, not later than thirty (30) days after the effective date of such termination and the other one-half ( 1/2) of such amount to be paid, without interest, one (1) year after the effective date of such termination.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.”
Appears in 1 contract
Samples: Restated Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred fifteen percent (50115%) of the Base Salary in effect on the effective date of such termination, one-half (1/2) of such amount to be paid, without interest, not later than thirty (30) days after the effective date of such termination and the other one-half (1/2) of such amount to be paid, without interest, one (1) year after the effective date of such termination.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one two (12) year years after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.;
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred fifteen percent (50115%) of the Base Salary in effect on the effective date of such termination, one-half ( 1/2) of such amount to be paid, “without interest, not later than thirty (30) days after the effective date of such termination and the other one-half ( 1/2) of such amount to be paid, without interest, one (1) year after the effective date of such termination.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.”
Appears in 1 contract
Samples: Restated Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date last day of such termination the then current term of this agreement (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred eighty percent (50180%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, to the extent of fifty percent (50%) one year after the effective date of such termination and to the extent of the remaining fifty percent (50%) two years after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to 39 CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty one hundred fifteen percent (50115%) of the Base Salary in effect on the effective date of such termination, one-half ( 1/2) of such amount to be paid, without interest, not later than thirty (30) days after the effective date of such termination and the other one-half ( 1/2) of such amount to be paid, without interest, one (1) year after the effective date of such termination.
(iviii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.”
Appears in 1 contract
Samples: Restated Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Beginning with 2002, the Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An Beginning with 2002, an amount equal to fifty fifty-five percent (5055%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty fifty-five percent (5055%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The If the effective date of such termination is during 2005, the Base Salary through December 31, 2006, and if the effective date of such termination is during or after 2006, the Base Salary through that date which is one (1) year after the effective date of such termination (the “Ending Date”)termination, such Base Salary to be paid at the same times that the Base Salary would have been paid if such termination had not occurredoccurred (the date through which the Base Salary is to be paid pursuant to this subparagraph (d)(i) being referred to as the “Ending Date”); provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The A pro rata portion of the Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), based upon the number of days in such calendar elapsed through the effective date of such termination as a proportion of 365, to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred occurred, and to provided further that the Executive need not be no less than employed by the Executive’s companies on the date any such annual incentive bonus for is paid in order to earn the calendar year immediately preceding the calendar year in which such termination occursannual incentive bonus, if any;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(viv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to ------------------------------------------------------ the occurrence of a Change of Control, the Companies terminate the Executive’s 's employment under this agreement for any reason other than cause or the Executive’s 's death or disability, then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:
(i) The Base Salary through that date which is one (1) year after the effective date of such termination (the “"Ending Date”"), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “"Other Employment”"), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Date;
(ii) The Executive’s 's annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than the Executive’s 's annual incentive bonus for the calendar year immediately preceding the calendar year in which such termination occurs;
(iii) An amount equal to fifty fifty-five percent (5055%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such termination;
(v) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such termination, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
, (2) Group dental insurance,
, (3) Group life insurance, and
and (4) Group long-term disability insurance; and
(vi) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such termination.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability, then the Executive shall will be entitled to receive the following compensation, benefits, and other payments from the Companies provided in the following clauses (i), (iii), and (v) of this subparagraph (d) and, if the Executive (A) executes a release of all claims in a form reasonably acceptable to the Companies and the Executive (the “Release”) and the applicable revocation period with respect to the Release expires within 45 days (or such longer period as required by law) following the Termination Date and (B) continues to comply with (1) the Executive’s fiduciary obligations to the Companies:, (2) the Executive’s covenants under Paragraphs 18 and 19 of this agreement, and (3) any other material ongoing obligations relating to the Companies to which the Executive is subject, also will be entitled to receive the payments and benefits provided in the following clauses (ii) and (iv) of this subparagraph (d):
(i) The Base Salary through that date which is one Accrued Benefits, payable within fourteen (114) year days after the effective date of such termination (the “Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Ending Termination Date;
(ii) The Executive’s annual incentive bonus for An amount equal to one hundred percent (100%) of the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and to be no less than average of the Executive’s annual incentive bonus compensation shown in Box 1 (“Wages, tips, other compensation”) of the Executive’s Internal Revenue Service Form W-2 for each of the three calendar year years immediately preceding the calendar year in which the Termination Date occurs, payable in substantially equal installments in accordance with the Companies’ normal payroll practices for the twelve (12) months following the Termination Date; provided, that (A) such termination occurspayments shall commence on the first regularly scheduled payroll date that is at least sixty (60) days following the Termination Date upon the conditions that the Executive has delivered the signed Release to the Companies and the Release has become irrevocable (the “Payment Commencement Date”) and (B) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this subparagraph between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date;
(iii) An amount equal to fifty percent (50%) of the Base Salary in effect on the effective date of such termination, such amount to be paid, without interest, one year after the effective date of such termination.
(iv) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the effective date of such terminationTermination Date;
(viv) Continued participation at the Companies’ expense in the following group medical, dental, life, and long-term disability insurance benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the effective date of such terminationTermination Date, to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of one (1) year after the Ending Termination Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:
(1) Group medical and hospital insurance,
(2) Group dental insurance,
(3) Group life insurance, and
(4) Group long-term disability insurance; and
(viv) Any other benefits payable to the Executive upon his her termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the effective date of such terminationTermination Date.
Appears in 1 contract
Samples: Employment Agreement (CSG Systems International Inc)
