Common use of Upon Termination In Connection With a Change in Control Clause in Contracts

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal to (i) two times Executive’s target Annual Cash Bonus for the year in which the Termination Date occurs plus (ii) two times Executive’s annual Base Salary as of the Termination Date. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health and dental plan pursuant to COBRA, DDR shall pay the COBRA premiums for the Executive until the 18-month anniversary of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. (e) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 5 contracts

Samples: Employment Agreement (DDR Corp), Employment Agreement (DDR Corp), Employment Agreement (DDR Corp)

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Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRCurbline TRS, DDR Curbline will pay and provide to Executive (or cause payment and provision to Executive of) the amounts and benefits specified in this Section 7.5, and DDR Curbline will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR (or on behalf of) Curbline under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with Curbline policy. DDR Curbline will pay (or cause payment of) this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus (or 2024 Bonus, if applicable) earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR Curbline will pay (or cause payment of) this amount to Executive on the same date and in the same amount that the Annual Cash Bonus (or 2024 Bonus, if applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus (or 2024 Bonus, if applicable, and to the extent unpaid) that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by Curbline TRS during the applicable performance period. Subject to Section 13.1, Curbline will pay (iior cause payment of) two this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR Curbline will pay (or cause payment of) this amount to Executive during the Seventh Month after as soon as practicable (but no later than 74 days) following the Termination Date (as defined in Section 13.1 below)Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive timely elects continuation coverage under DDRand Executive’s health and dental plan pursuant to COBRAeligible dependents as of the Termination Date, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other Curbline-provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits Curbline will be subject pay (or cause payment of) this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 4 contracts

Samples: Assigned Employment Agreement (SITE Centers Corp.), Assigned Employment Agreement (Curbline Properties Corp.), Assigned Employment Agreement (Curbline Properties Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with DDR policy. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period. Subject to Section 13.1, DDR will pay this amount to Executive as soon as practicable (iibut no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR will pay this amount to Executive during as soon as practicable (but no later than 74 days) following the Seventh Month after Termination Date. Notwithstanding the foregoing, in the event that the Termination Date (occurs prior to the determination of Annual Bonus payouts with respect to the 2017 calendar year, the Average Annual Bonus will be deemed to be Executive’s “Target” Annual Bonus as defined in Section 13.1 below)effect on the Termination Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health health, dental and dental plan vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR shall pay the COBRA premiums provided insurance (e.g., life, disability, etc.) in effect for the Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits DDR will be subject pay this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 2 contracts

Samples: Employment Agreement (DDR Corp), Employment Agreement (DDR Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRSITE Centers, DDR SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with SITE Centers policy. DDR SITE Centers will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (iibut no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR SITE Centers will pay this amount to Executive during the Seventh Month after as soon as practicable (but no later than 74 days) following the Termination Date (as defined in Section 13.1 below)Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for SITE Centers-provided health, dental and vision insurance benefits in effect for Executive timely elects continuation coverage under DDRand Executive’s health and dental plan pursuant to COBRAeligible dependents as of the Termination Date, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits SITE Centers will be subject pay this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 2 contracts

Samples: Employment Agreement (SITE Centers Corp.), Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRCurbline TRS, DDR Curbline will pay and provide to Executive (or cause payment and provision to Executive of) the amounts and benefits specified in this Section 7.5, and DDR Curbline will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR (or on behalf of) Curbline under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Cash Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with Curbline policy. DDR Curbline will pay (or cause payment of) this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus (or 2024 Bonus, if applicable) earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR Curbline will pay (or cause payment of) this amount to Executive on the same date and in the same amount that the Annual Cash Bonus (or 2024 Bonus, if applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus (or 2024 Bonus, if applicable, and to the extent unpaid) that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by Curbline TRS during the applicable performance period. Subject to Section 13.1, Curbline will pay (or cause payment of) this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. (d) A lump sum amount equal to three times the sum of (i) $800,000, plus (ii) two times an amount equal to the Average Annual Bonus. Subject to Section 13.1, Curbline will pay (or cause payment of) this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. (e) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive and Executive’s annual Base Salary eligible dependents as of the Termination Date. Except , plus (B) the employer portion of the monthly premium for other Curbline-provided insurance (e.g., life, disability, etc.) in effect for Executive as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health and dental plan pursuant to COBRA, DDR shall pay the COBRA premiums for the Executive until the 18-month anniversary of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits Curbline will be subject pay (or cause payment of) this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 2 contracts

Samples: Assigned Employment Agreement (SITE Centers Corp.), Assigned Employment Agreement (Curbline Properties Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRSITE Centers, DDR SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with SITE Centers policy. DDR SITE Centers will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus (or 2019 Bonus, as applicable) earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus (or 2019 Bonus, as applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus (or 2019 Bonus, as applicable) that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level (iiwhich level, in the event that the Termination Date occurs prior to the determination of the 2019 Bonus payout with respect to the 2019 calendar year, shall be deemed to be $200,000), pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period (or during the 2019 calendar year, if the Termination Date occurs during such calendar year). Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR SITE Centers will pay this amount to Executive during as soon as practicable (but no later than 74 days) following the Seventh Month after Termination Date. Notwithstanding the foregoing, in the event that the Termination Date (as defined in Section 13.1 below)occurs prior to the determination of the 2019 Bonus payout with respect to the 2019 calendar year, the Average Annual Bonus will be deemed to be $200,000. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health SITE Centers’ health, dental and dental plan vision plans pursuant to COBRA, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits SITE Centers will be subject pay this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal to Executive’s Annual Bonus for the calendar year in which the Termination Date occurs at the “target” level, pro-rated based on the number of days that elapse between January 1 of such year and the Termination Date. Subject to Section 13.1, DDR will pay this amount to Executive within 30 days of the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) two times Executive’s target Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Cash Bonus for Executive for the year in which the Termination Date occurs plus (ii) two times Executive’s annual Base Salary as of at the Termination Date“Target” level. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health health, dental and dental plan vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR shall pay the COBRA premiums provided insurance (e.g., life, disability, etc.) in effect for the Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, DDR will pay this amount to Executive during the timing of Seventh Month after the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its termsTermination Date. (ef) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with DDR policy. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period. Subject to Section 13.1, DDR will pay this amount to Executive as soon as practicable (iibut no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to 3 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR will pay this amount to Executive during as soon as practicable (but no later than 74 days) following the Seventh Month after Termination Date. Notwithstanding the foregoing, in the event that the Termination Date (occurs prior to the determination of Annual Bonus payouts with respect to the 2017 calendar year, the Average Annual Bonus will be deemed to be Executive’s “Target” Annual Bonus as defined in Section 13.1 below)effect on the Termination Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health health, dental and dental plan vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR shall pay the COBRA premiums provided insurance (e.g., life, disability, etc.) in effect for the Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits DDR will be subject pay this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRCurbline TRS, DDR Curbline will pay and provide to Executive (or cause payment and provision to Executive of) the amounts and benefits specified in this Section 7.5, and DDR Curbline will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR (or on behalf of) Curbline under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with Curbline policy. DDR Curbline will pay (or cause payment of) this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus (or 2024 Bonus, if applicable) earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR Curbline will pay (or cause payment of) this amount to Executive on the same date and in the same amount that the Annual Cash Bonus (or 2024 Bonus, if applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus (or 2024 Bonus, if applicable, and to the extent unpaid) that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by Curbline TRS during the applicable performance period. Subject to Section 13.1, Curbline will pay (iior cause payment of) two this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR Curbline will pay (or cause payment of) this amount to Executive during the Seventh Month after as soon as practicable (but no later than 74 days) following the Termination Date (as defined in Section 13.1 below)Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive timely elects continuation coverage under DDRand Executive’s health and dental plan pursuant to COBRAeligible dependents as of the Termination Date, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other Curbline-provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits Curbline will be subject pay (or cause payment of) this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Assigned Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal to (i) two times Executive’s target Annual Cash Bonus for the calendar year in which the Termination Date occurs at the “target” level, pro-rated based on the number of days that elapse between January 1 of such year and the Termination Date. Subject to Section 13.1, DDR will pay this amount to Executive within 30 days of the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) an amount equal to the value of the Annual Cash Bonus for Executive applicable to the year in which the Termination Date occurs at the “Target” level plus (ii) two times Executive’s annual Base Salary as of the Termination Date. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health health, dental and dental plan vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR shall pay the COBRA premiums provided insurance (e.g., life, disability, etc.) in effect for the Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, DDR will pay this amount to Executive during the timing of Seventh Month after the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its termsTermination Date. (ef) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive Xxxxxxx is employed by DDR, DDR will pay and provide to Executive Xxxxxxx the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive Xxxxxxx receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Xxxxxxx’x Base Salary through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive Xxxxxxx within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Xxxxxxx’x Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occursyear, if any, to the extent not already paid. DDR will pay this amount amount, if any, to Executive Xxxxxxx on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s Xxxxxxx’x employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurscurrent year. (c) A lump sum amount equal to to: (i) if the Termination Date occurs during either of 2009 or 2010, two times Executive’s target the sum of (A) Xxxxxxx’x Base Salary as of the Termination Date, plus (B) the Annual Cash Bonus for Xxxxxxx for the year in which the Termination Date occurs plus at the “Target” level; (ii) if the Termination Date occurs during 2011, an amount equal to the sum of (A) Xxxxxxx’x Base Salary for the period after the Termination Date through the end of the Contract Period, to the extent not already paid, plus (B) two times Executive’s annual the Annual Cash Bonus for Xxxxxxx for 2011 at the “Target” level; or (iii) if the Termination Date occurs during 2012, an amount equal to the sum of (A) Xxxxxxx’x Base Salary as for the period after the Termination Date through the end of the Termination DateContract Period, to the extent not already paid, plus (B) the Annual Cash Bonus for Xxxxxxx for 2012 at the “Target” level. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive Xxxxxxx during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health Continuing medical, hospitalization, vision, and dental plan pursuant insurance to COBRA, DDR shall pay Xxxxxxx and his eligible dependents at the COBRA premiums for levels specified in Section 4.2 through the Executive until earlier of (i) the 18-month first anniversary of the Termination Date. Such payments shall be taxable to ExecutiveDate and (ii) the end of the Contract Period. To assure compliance with Section 409A409A of the Internal Revenue Code, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. (e) Outplacement services Subject in all cases to the terms and supportlimitations of any applicable equity plan of the Company, (i) all equity awards granted to Xxxxxxx that vest based solely upon Xxxxxxx’x continued employment with the reasonable scope Company or the passage of time, which awards have not otherwise vested as of the Termination Date, and provider (ii) all equity awards granted to Xxxxxxx under any long-term incentive compensation plan or program of the Company, including the Value Sharing Equity Program, which will awards have been earned but have not vested as of the Termination Date, shall not be selected forfeited by DDRXxxxxxx, but instead such equity awards shall remain outstanding and shall continue to vest according to the original vesting terms established for a period of one year following such equity awards, even if Xxxxxxx is no longer employed by the Company at any time after the Termination Date; provided, that Executive must first utilize however, that, to the extent determined by the Board in its sole discretion, in connection with a termination of Xxxxxxx’x employment pursuant to this Section 7.5, the Company may pay a lump sum amount equal to the product of (1) the aggregate number of Shares comprising or underlying such outplacement services and support within 90 days following equity awards, as applicable, multiplied by (2) the Fair Market Value as of the Termination Date, and such equity awards will thereby be forfeited. To assure compliance with Except as otherwise provided in Section 409A13.2, DDR will pay this amount to Xxxxxxx during the timing of Seventh Month after the provision of these benefits will be subject to Sections Termination Date (as defined in Section 13.1 and 13.3 if and to the extent either of those sections is applicable according to its termsbelow).

Appears in 1 contract

Samples: Employment Agreement (Developers Diversified Realty Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal to Executive’s Annual Bonus for the calendar year in which the Termination Date occurs at the “target” level, pro-rated based on the number of days that elapse between January 1 of such year and the Termination Date. Subject to Section 13.1, DDR will pay this amount to Executive within 30 days of the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) two times Executive’s target Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Cash Bonus for Executive for the year in which the Termination Date occurs plus (ii) two times Executive’s annual Base Salary as of at the Termination Date“Target” level. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health health, dental and dental plan vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR shall pay the COBRA premiums provided insurance (e.g., life, disability, etc.) in effect for the Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, DDR will pay this amount to Executive during the timing of Seventh Month after the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its termsTermination Date. (ef) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. (g) All unvested equity or equity-based awards will be subject to treatment in accordance with the plan and/or grant agreements pursuant to which such awards were granted.

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.58.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.29.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.58.5. The amounts and benefits specified in this Section 7.5 8.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with DDR policy. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by DDR during the applicable performance period. Subject to Section 14.1, DDR will pay this amount to Executive within 30 days of the Termination Date. (iid) two times A lump sum amount equal to the product of (i) the sum of (A) Executive’s annual Base Salary as of the Termination Date. Except as otherwise provided , plus (B) an amount equal to the value of the Annual Bonus for Executive applicable to the year in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after which the Termination Date occurs at the “Target” level multiplied by (ii) a fraction, the numerator of which is the lesser of (A) 24 and (B) the number of calendar months remaining in the Contract Period as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health and dental plan pursuant to COBRA, DDR shall pay the COBRA premiums for the Executive until the 18-month anniversary of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, and the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. (e) Outplacement services and support, the reasonable scope and provider denominator of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Dateis 12. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject Subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.Section

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

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Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRSITE Centers, DDR SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with SITE Centers policy. DDR SITE Centers will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (iibut no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to three times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR SITE Centers will pay this amount to Executive during the Seventh Month after as soon as practicable (but no later than 74 days) following the Termination Date (as defined in Section 13.1 below)Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health SITE Centers’ health, dental and dental plan vision plans pursuant to COBRA, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits SITE Centers will be subject pay this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Curbline Contract Period while Executive is employed by DDRCurbline (or an appropriate Subsidiary), DDR Curbline will pay and provide to Executive (or cause payment and provision to Executive of) the amounts and benefits specified in this Section 7.5, and DDR Curbline will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR (or on behalf of) Curbline under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Cash Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with Curbline policy. DDR Curbline will pay (or cause payment of) this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus (or 2024 Bonus, if applicable) earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR Curbline will pay (or cause payment of) this amount to Executive on the same date and in the same amount that the Annual Cash Bonus (or 2024 Bonus, if applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus (or 2024 Bonus, if applicable, and to the extent unpaid) that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level, pro-rated based on the number of days that Executive is employed by Curbline (or an appropriate Subsidiary) during the applicable performance period. Subject to Section 13.1, Curbline will pay (or cause payment of) this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. (d) A lump sum amount equal to three times the sum of (i) $800,000, plus (ii) two times an amount equal to the Average Annual Bonus. Subject to Section 13.1, Curbline will pay (or cause payment of) this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. (e) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium (both the employee and the employer portion) for employer-provided health, dental and vision insurance benefits in effect for Executive and Executive’s annual Base Salary eligible dependents as of the Termination Date. Except , plus (B) the employer portion of the monthly premium for other Curbline-provided insurance (e.g., life, disability, etc.) in effect for Executive as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health and dental plan pursuant to COBRA, DDR shall pay the COBRA premiums for the Executive until the 18-month anniversary of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits Curbline will be subject pay (or cause payment of) this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRSITE Centers, DDR SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with SITE Centers policy. DDR SITE Centers will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (iibut no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date. Except as otherwise provided in Section 13.2, DDR will pay this plus (ii) an amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health and dental plan pursuant to COBRA, DDR shall pay the COBRA premiums for the Executive until the 18-month anniversary of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and equal to the extent either of those sections is applicable according to its terms. (e) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.Average Annual

Appears in 1 contract

Samples: Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal to Executive’s Annual Bonus for the calendar year in which the Termination Date occurs at the “target” level, pro-rated based on the number of days that elapse between January 1 of such year and the Termination Date. Subject to Section 13.1, DDR will pay this amount to Executive within 30 days of the Termination Date. (d) A lump sum amount equal to 3 times the sum of (i) two times Executive’s target Base Salary as of the Termination Date, plus (ii) an amount equal to the value of the Annual Cash Bonus for Executive for the year in which the Termination Date occurs plus (ii) two times Executive’s annual Base Salary as of at the Termination Date“Target” level. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health health, dental and dental plan vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other DDR shall pay the COBRA premiums provided insurance (e.g., life, disability, etc.) in effect for the Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, DDR will pay this amount to Executive during the timing of Seventh Month after the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its termsTermination Date. (ef) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRSITE Centers, DDR SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with SITE Centers policy. DDR SITE Centers will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive within 30 days after the Termination Date. (iid) two A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Section 13.2, DDR SITE Centers will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below)Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health SITE Centers’ health, dental and dental plan vision plans pursuant to COBRA, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, SITE Centers will pay this amount to Executive during the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. (e) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following Seventh Month after the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDRSITE Centers, DDR SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR SITE Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paidpaid in accordance with SITE Centers policy. DDR SITE Centers will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal in value to (i) two times Executive’s target Annual Cash Bonus that would have been earned for the calendar year in which the Termination Date occurs plus at the “Target” level, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (iibut no later than 74 days) two following the Termination Date. (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Except as otherwise provided in Subject to Section 13.213.1, DDR SITE Centers will pay this amount to Executive during the Seventh Month after as soon as practicable (but no later than 74 days) following the Termination Date (as defined in Section 13.1 below)Date. (de) Provided that A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under DDR’s health SITE Centers’ health, dental and dental plan vision plans pursuant to COBRA, DDR shall pay plus (B) the COBRA premiums employer portion of the monthly premium for the other SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive until the 18-month anniversary as of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Subject to Section 409A13.1, the timing of the provision of these benefits SITE Centers will be subject pay this amount to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. Executive as soon as practicable (ebut no later than 74 days) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (SITE Centers Corp.)

Upon Termination In Connection With a Change in Control. Upon the occurrence of a Triggering Event during the Contract Period while Executive is employed by DDR, DDR will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and DDR will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from DDR under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: (a) A lump sum amount equal to Executive’s Base Salary for the year through the Termination Date, to the extent not already paid. DDR will pay this amount to Executive within 30 days of the Termination Date. (b) A lump sum amount equal to Executive’s Annual Cash Bonus earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. DDR will pay this amount to Executive on the same date and in the same amount that the Annual Cash Bonus for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. (c) A lump sum amount equal to (i) two times Executive’s target Annual Cash Bonus for the year in which the Termination Date occurs plus (ii) two times Executive’s annual Base Salary as of the Termination Date. Except as otherwise provided in Section 13.2, DDR will pay this amount to Executive during the Seventh Month after the Termination Date (as defined in Section 13.1 below). (d) Provided that Executive timely elects continuation coverage under DDR’s health and dental plan pursuant to COBRA, DDR shall pay the COBRA premiums for the Executive until the 18-month anniversary of the Termination Date. Such payments shall be taxable to Executive. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms. (e) Outplacement services and support, the reasonable scope and provider of which will be selected by DDR, for a period of one year following the Termination Date; provided, that Executive must first utilize such outplacement services and support within 90 days following the Termination Date. To assure compliance with Section 409A, the timing of the provision of these benefits will be subject to Sections 13.1 and 13.3 if and to the extent either of those sections is applicable according to its terms.

Appears in 1 contract

Samples: Employment Agreement (DDR Corp)

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