With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits: (i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(C), the “Accrued Obligations”); and (ii) subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1x) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”); (iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company; (iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 5 contracts
Samples: Employment Agreement, Employment Agreement (Warrior Met Coal, LLC), Employment Agreement (Warrior Met Coal, LLC)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal aggregate sum of (x) 200%, in the event any such termination occurs prior to one times the first anniversary of the Effective Date, or within twelve months after any Change in Control (1xas such term is defined in the Stock Incentive Plan) that occurs subsequent to the Effective Date (any such period described in this clause (x), a “Protected Period”), or (y) 100% in the event any such termination occurs at any time other than during a Protected Period, of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) the remaining one-half of the Cash Severance will be payable to Executive in substantially twelve (12) equal monthly installments in accordance with the Company’s customary payroll practices, commencing on as of the first payroll date occurring on or after day of the date that is sixty (60) days calendar month following the month in which the Date of Termination occurs; and
(with iii) From the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending period beginning on the first Date of Termination through the earlier to occur of (x) the second anniversary of the Date of Termination and (y) the date Executive becomes eligible to participate in another employer’s medical and dental benefit plans, as applicable (the “Severance PaymentNew Employer Plan”);
(iii) subject , Executive shall be entitled to Section 4(e) below, after a Date of Termination occurring following participate in the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of same medical and dental benefit plans maintained by the Company for its active employees, on the same terms (including employee-paid portions of insurance premiums and co-pays) as such year active employees, all as in effect from time to time during such period; provided, however, that Executive acknowledges and payable when bonuses for agrees that such year are generally benefit continuation coverage shall run concurrently with the benefit continuation coverage to which Executive would be entitled to elect to receive under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”); and provided, further, however, that, if applicable, Executive shall be required to notify the Company of the date on which Executive shall become eligible to participate in any New Employer Plan promptly after Executive being advised of such date by such other employer. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), amounts to be paid under this Section 4(a) shall be paid to employees Executive on the first business day after the date that is six months following Executive’s “separation from service” within the meaning of Section 409A of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 5 contracts
Samples: Employment Agreement (Realogy Corp), Employment Agreement (Realogy Corp), Employment Agreement (Realogy Corp)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”), and (E) in the event that the termination occurs after September 30 of a given year, a prorated amount of the Annual Bonus for such year based on the number of days elapsed, determined and payable in such manner and at such time as annual bonuses in respect of such year are generally paid (the “Prorated Bonus”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1x) Executiveseverance in accordance with Puerto Rico’s Annual Base Salary as Law 80 severance formula in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive closing of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination Transaction (the “Severance Payment”);
. The Severance Payment shall be made in a lump sum no later than ten (iii10) subject to days after Executive after Executive executes the release described in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest).
Appears in 5 contracts
Samples: Employment Agreement (EVERTEC, Inc.), Employment Agreement (TII Smart Solutions, Sociedad Anonima), Employment Agreement (TII Smart Solutions, Sociedad Anonima)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal to one times (1x) aggregate sum of 100% of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) 1/12 of the Cash Severance will be payable to Executive in substantially twelve (12) equal monthly installments commencing as of the first day of the calendar month following the month in accordance which the Date of Termination occurs. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Company’s customary payroll practicesInternal Revenue Code of 1986, commencing as amended (the “Code”), amounts to be paid under this Section 4(a) shall be paid to Executive on the first payroll date occurring on or business day after the date that is sixty (60) days six months following Executive’s “separation from service” within the Date meaning of Termination (with the first installment inclusive Section 409A of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 4 contracts
Samples: Employment Agreement (Realogy Corp), Employment Agreement (Realogy Corp), Employment Agreement (NRT Settlement Services of Missouri LLC)
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty and (60b) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination amounts due under applicable laws (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 calendar days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 3 contracts
Samples: Employment Agreement (EVERTEC, Inc.), Employment Agreement (EVERTEC, Inc.), Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, ; (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year; (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v), (vi) hereof, and (Cvii) hereto; (D) any payments due under the Director and Officer Indemnification Agreement and (E) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (or clauses (A)-(CA)-(E), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e4(f) below, after the Date of Termination, the Company will pay Executive (A) in cash, severance in an amount equal to one times (1x) twice the sum of Executive’s Annual Base Salary as and his target Bonus for the year in effect as which he is terminated and the value of any vested and unvested outstanding time-based restricted stock units and stock options, in accordance with the terms of such award agreements, and (B) should the Date of Termination be within two (2) years of a Change in substantially equal installments in accordance with Control, the Company’s customary payroll practicesvalue of any earned and unearned performance-based restricted stock units and stock options, commencing on taking into account for any such unearned restricted stock units and stock options the first payroll date occurring on or after the date that is sixty (60) days following time Executive served until the Date of Termination (with and paid at the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination applicable target level (the “Severance Payment”);
(iii) subject to Section 4(e) below, after . The Severance Payment shall be made in a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based lump sum in cash on the number of date that is 60 calendar days in such year elapsed through following the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) Termination, subject to the terms and conditions in Section 4(e4(f) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal to one times (1x) aggregate sum of 200% of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) the remaining one-half of the Cash Severance will be payable to Executive in substantially twenty-four (24) equal monthly installments in accordance with the Company’s customary payroll practices, commencing on as of the first payroll date occurring on or after day of the date that is sixty (60) days calendar month following the month in which the Date of Termination occurs; and
(with iii) From the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending period beginning on the first Date of Termination through the earlier to occur of (x) the second anniversary of the Date of Termination and (y) the date Executive becomes eligible to participate in another employer’s medical and dental benefit plans, as applicable (the “Severance PaymentNew Employer Plan”);
(iii) subject , Executive shall be entitled to Section 4(e) below, after a Date of Termination occurring following participate in the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of same medical and dental benefit plans maintained by the Company for its active employees, on the same terms (including employee-paid portions of insurance premiums and co-pays) as such year active employees, all as in effect from time to time during such period; provided, however, that Executive acknowledges and payable when bonuses for agrees that such year are generally benefit continuation coverage shall run concurrently with the benefit continuation coverage to which Executive would be entitled to elect to receive under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”); and provided, further, however, that, if applicable, Executive shall be required to notify the Company of the date on which Executive shall become eligible to participate in any New Employer Plan promptly after Executive being advised of such date by such other employer. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), amounts to be paid under this Section 4(a) shall be paid to employees Executive on the first business day after the date that is six months following Executive’s “separation from service” within the meaning of Section 409A of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 2 contracts
Samples: Employment Agreement (Realogy Corp), Employment Agreement (Realogy Corp)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s her employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month sixty (60) days following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, and (B) the amount Bonus earned for any fiscal year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law fiscal year (clauses (A)-(C), the “Accrued Obligations”); and
(iiA) subject to Section 4(e) below, after If the Date of TerminationTermination occurs within the six month period following the Effective Date (the “Initial Period”), the Company will pay Executive the “Initial Period Severance Benefit,” which shall mean a lump sum payment equal to (x) the sum of (I) Executive’s Annual Base Salary (based on an Annual Base Salary of $350,000 per annum) from the Effective Date through July 31, 2011 (to the extent not paid), (II) the Webloyalty Annual Bonus to the extent unpaid, (III) any unpaid Retention Bonus, and (IV) $350,000, minus (y) $150,000. In addition, the Company shall pay its share of its monthly premium for Executive and Executive’s dependents under COBRA until the earlier of 12 months following the Date of Termination or the date upon which Executive commences employment with another employer.
(B) If the Date of Termination occurs after the Initial Period, the Company will pay Executive an amount equal to one times 100% of the sum of (1xI) Executive’s Annual Base Salary as in effect as of Salary, (II) Executive’s Target Bonus, and (III) Retention Bonus to the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination extent unpaid (the “Severance PaymentPayments”);) such amounts to be paid on a monthly basis over an 18 month period. For avoidance of doubt Target Bonus shall equal 100% of Executive’s Annual Base Salary.
(iii) subject Executive will continue to maintain any indemnification rights she may have pursuant to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest9.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Affinion Group, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal to one times (1x) aggregate sum of 300% of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) the remaining one-half of the Cash Severance will be payable to Executive in substantially thirty-six (36) equal monthly installments commencing as of the first day of the calendar month following the month in accordance which the Date of Termination occurs. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Company’s customary payroll practicesCode, commencing amounts to be paid under this Section 4(a) shall be paid to Executive on the first payroll date occurring on or business day after the date that is sixty (60) days six months following Executive’s “separation from service” within the Date meaning of Termination (with the first installment inclusive Section 409A of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 2 contracts
Samples: Employment Agreement (Realogy Corp), Employment Agreement (Realogy Corp)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal to one times (1x) aggregate sum of 200% of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) 1/24 of the Cash Severance will be payable to Executive in substantially twenty-four (24) equal monthly installments commencing as of the first day of the calendar month following the month in accordance which the Date of Termination occurs. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Company’s customary payroll practicesInternal Revenue Code of 1986, commencing as amended (the “Code”), amounts to be paid under this Section 4(a) shall be paid to Executive on the first payroll date occurring on or business day after the date that is sixty (60) days six months following Executive’s “separation from service” within the Date meaning of Termination (with the first installment inclusive Section 409A of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 2 contracts
Samples: Employment Agreement (Realogy Corp), Employment Agreement (NRT Settlement Services of Missouri LLC)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(vi) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”), and (E) in the event that the termination occurs after September 30 of a given year, a prorated amount of the Annual Bonus for such year based on the number of days elapsed, determined and payable in such manner and at such time as annual bonuses in respect of such year are generally paid (the “Prorated Bonus”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty and (60b) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination amounts due under applicable laws (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 calendar days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 2 contracts
Samples: Employment Agreement (EVERTEC, Inc.), Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paidpaid and without duplication with respect to amounts due under Section 4(a)(ii), (A) the Annual Base Salary through the Date of Termination, and (B) the amount Bonus earned for any fiscal year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law fiscal year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after After the Date of Termination, subject to Sections 4(d), 4(e) and Section 7, the Company will pay Executive Executive, (A) in six (6) substantially equal quarterly installments, an amount equal to one two (2) times the sum of (1xx) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance and (y) Executive’s Target Bonus, with the Company’s customary payroll practices, first quarterly installment commencing on the first payroll date occurring on or after last day of the date that is sixty (60) days calendar quarter immediately following the Date of Termination (with and the first installment inclusive remaining quarterly installments being paid on the last day of each of the installments five (5) quarters thereafter and (B) in the event such termination of employment occurs prior to the payment of the Guaranteed 2018 Bonus, the Guaranteed 2018 Bonus, at the same time that would have the Guaranteed 2018 Bonus is otherwise been payable during such initial sixty pursuant to Section 2(c)(ii) above (60) day periodclauses (A) and ending on the first anniversary of the Date of Termination (B), together, the “Severance PaymentBenefits”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year. Thereafter, the Company will pay Companies shall have no further obligation to Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestor his legal representatives.”
Appears in 1 contract
Samples: Employment Agreement (Affinion Group Holdings, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company or the Employer shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company Employer will provide Executive with the following severance payments and/or benefits:
(i) The Company Employer shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum cash amount, to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements Guaranteed Annual Bonus and any unpaid Incremental Annual Bonus earned for any Fiscal Year ended prior to the Fiscal Year in which the Date of Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereofwas employed on the last day of such Fiscal Year, and (C) any other vested payments a pro-rated Guaranteed Annual Bonus for the year in which the Date of Termination occurs (the “Pro-Rata Bonus”), (D) all unpaid or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, unreimbursed expenses incurred in accordance with Company or Employer policy and (E) all other compensation and benefits due to Executive under the terms and rules of such plans any compensation or law benefit plan maintained by the Company or its subsidiaries (clauses including the Employer) (A)-(C), the “Accrued Obligations”); and;
(ii) subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1x) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring If such termination occurs on or after the date that is sixty (60) December 31, 2010, a lump sum cash amount within 30 business days following the Date of Termination equal to the sum of (with A) one times the first installment inclusive of Annual Base Salary, (B) $2 million and (C) the installments that would have otherwise been payable during such initial sixty (60) day period) and ending Incremental Annual Bonus, based on the first anniversary application of Section 2(c)(ii)(2)C. to the New Equity raised through the Syndication End Date;
(iii) If such termination occurs prior to December 31, 2010, a lump sum cash amount within 30 business days following the Date of Termination equal to the lesser of (A) the sum of (1) two times the Annual Base Salary, (2) $4 million and (3) two times the Incremental Annual Bonus, based on the application of Section 2(c)(ii)A. or B. (as applicable to the Date of Termination) to the New Equity raised through the Date of Termination (the “Severance PaymentApplicable Incremental Annual Bonus”);
) and (iiiB) subject to Section 4(ethe sum of (1) belowone times the Annual Base Salary, after a Date of Termination occurring following (2) $2 million, (3) the third quarter of Applicable Incremental Annual Bonus and (4) the Company’s fiscal yearremaining Annual Base Salary, the Company will pay Executive a prorated bonus for the year of termination Guaranteed Annual Bonuses and Applicable Incremental Annual Bonuses (based on the number amount of days in such year elapsed New Equity purchased through the Date of Termination with Termination) to which Executive would have been entitled through December 31, 2010, had he remained employed by the amount thereof determined based on the actual result of the Company for Employer through such year and payable when bonuses for such year are generally paid to employees of the Company;date; and
(iv) subject to Section 4(eNotwithstanding Sections 4(a)(ii) and 4(a)(iii) above, if such termination occurs after a “Change in Control” (as defined below), upon the Employer will pay Executive in a lump sum cash amount within 30 business days following the Date of Termination occurring Termination, the sum of (A) two times the Annual Base Salary, (B) $4 million and (C) two times the Incremental Annual Bonus as determined pursuant to clause (C) of Section 4(a)(ii) above or the Applicable Incremental Annual Bonus as determined pursuant to clause (A)(3) of Section 4(a)(iii) above, as applicable, based on the Date of Termination. For purposes of this Agreement, a “Change in Control” means (1) one or more sales or other dispositions by Tishman Speyer and/or Lxxxxx of interests in Fund GP and Parallel Fund GP (collectively, the GP Entities”), at the conclusion of which neither Tishman Speyer nor Lxxxxx, nor Txxxxxx Sxxxxx and Lxxxxx together, continue to have a controlling interest in the GP Entities, or (2) the collective sale by Tishman Speyer and Lxxxxx of all or substantially all of their limited partnership interests in Fund, Parallel Fund, Parallel Fund I, Parallel Fund II and any Post-Effective Date Parallel Fund (collectively, the “LP Funds”); provided that the following shall not constitute a Change in Control: (A) a sale of Lxxxxx’x interests in Fund GP and/or Parallel Fund GP to Tishman Speyer, (B) a sale of Lxxxxx’x interests in the LP Funds to Tishman Speyer, (C) a sale of Tishman Speyer’s interests in Fund GP and/or Parallel Fund GP to Lxxxxx, (D) a sale of Tishman Speyer’s interests in the LP Funds to Lxxxxx, (E) a transfer of interests in any of the foregoing from Tishman Speyer or Lxxxxx to one or more of their controlled affiliates, (F) a recapitalization of Fund GP, Parallel Fund GP, any of the LP Funds or any other affiliate of the Company through which Lxxxxx and/or Tishman Speyer own general partnership or limited partnership interests or (G) any syndication of limited partnership interests in any of the LP Funds or the sale of all or any portion of the equity held by the Bridge Equity Providers in any of the LP Funds. After satisfaction of the obligations set forth in clauses (i), (ii), (iii) or (iv), as applicable, the Employer shall have no further obligation to Executive or his legal representatives, other than any rights to vested benefits under any Benefit Plans, indemnification rights he may have under this Agreement, any rights he may have under the Equity Documents, and any rights Executive may have under Sections 11(g) and 11(o) hereof. Notwithstanding any provision in this Agreement to the contrary, in the event that (i) Executive is a “specified employee” within 30 days prior the meaning of Section 409A of the Code (with such classification to be determined by the applicable employer in accordance with any method specified in applicable Treasury Regulations (a vesting “Specified Employee”), and (ii) it is necessary to avoid tax penalties under Section 409A of the Code, any payment otherwise required to be made hereunder to Executive at any date relating as a result of the termination of Executive’s employment (other than any payment made in reliance upon Treas. Reg. Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section 1.409A-1(b)(4) (Short-Term Deferrals)) shall be delayed for six months and one day following the date on which Executive’s employment is terminated (the “409A Payment Date”), on which date there shall be paid to an equity award previously granted to the Executive, in a single cash lump sum, an amount equal to the portion aggregate amount of such award that would have become vested within such 30-day period shall vestall payments delayed pursuant to this paragraph.
Appears in 1 contract
Samples: Employment Agreement (Archstone)
With Good Reason; Without Cause. If during the period commencing on the Effective Date and ending on the expiration of the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times (1x) the sum of Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination Maximum Bonus (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (Evertec, LLC)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times (1x) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (Evertec, LLC)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(vi) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty and (60b) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination amounts due under applicable laws (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 calendar days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s 's employment without Cause or Executive shall terminate Executive’s 's employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s 's estate may be entitled to receive under any of the Company’s 's benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(C), the “"Accrued Obligations”"); and
(ii) subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1xlx) Executive’s 's Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s 's customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “"Severance Payment”");
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s 's fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, ; (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, hereto; and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (or clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e4(f) below, after the Date of Termination, the Company will shall pay Executive (A) the unpaid Bonus for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year and (B) in cash, severance in an amount equal to one times (1x) twice the sum of Executive’s Annual Base Salary plus his target Bonus for the year in which he is terminated, in a lump sum on the date that is 60 calendar days following the Date of Termination; and
(iii) Subject to Section 4(f) below, if the Date of Termination occurs prior to a Change in Control or more than two years after a Change in Control, (A) any then unvested time-based long-term incentive award(s) shall be prorated as in effect of the Date of Termination (unless the applicable award agreement provides for full vesting as of the Date of Termination in substantially equal installments in accordance with which case the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day periodaward agreement provision shall apply) and ending on the first anniversary such prorated award(s) shall become fully vested as of the Date of Termination (and the remaining non-prorated portion of the unvested time-based long-term incentive award(s) shall be forfeited as of the Date of Termination), with settlement of the vested portion to occur within 75 days following the vesting date (or at such other time as required to comply with Section 409(A) of the Code, if applicable) and (B) any then unvested performance-based long-term incentive award(s) shall be prorated as of the Date of Termination and such prorated portion of the award(s) shall remain outstanding and eligible to vest based on the actual level of performance achieved for the applicable performance period (and the remaining non-prorated portion of the unvested performance-based long-term incentive award(s) shall be forfeited as of the Date of Termination), and the Company shall settle the award(s) within 75 days following the applicable vesting date. (For purposes of this Section 4(a), proration will be based on a fraction, the numerator of which is the number of full months in the applicable vesting period during which Executive was employed by the Company and the denominator of which is the total number of months in the applicable vesting period. Any partial month shall count as a whole calendar month if Executive was in the employ of the Company for at least 15 calendar days during the month.) The provisions in this Section 4(a)(iii) shall apply notwithstanding any award agreement provision to the contrary, provided that (A) in the event an award is subject to Section 409A of the Code (as defined in Section 9(m)) and the settlement provisions of this Agreement would cause an impermissible acceleration or deferral of settlement of such award in violation of Section 409A, the settlement provisions in this Agreement shall be null and void and settlement shall be made in accordance with the applicable award agreement and (B) the Company and Executive may agree that any awards granted after the date of this Agreement shall have different terms than provided under this Section 4(a)(iii) pursuant to a written agreement; and
(iv) Subject to Section 4(f) below, if the Date of Termination occurs within two (2) years following a Change in Control, (A) any then unvested time-based long-term incentive award(s) shall be shall become fully vested as of the Date of Termination and (B) any then unvested performance-based long-term incentive award(s) shall become fully vested as of the Date of Termination (x) based on actual level of performance achieved as of the Change in Control (to the extent the performance period with respect to the relevant goal was completed as of the Change in Control date) and (y) at the target level of performance (to the extent the performance period with respect to the relevant goal was not complete as of the Change in Control date), with settlement to occur within 75 days following the vesting date (or at such other time as required to comply with Section 409(A) of the Code, if applicable). For the avoidance of doubt, it is understood that there may be circumstances where a component of an unearned performance award(s) is valued based on actual performance and a separate component is valued based on target performance. The provisions in this Section 4(a)(iv) shall apply notwithstanding any award agreement provision to the contrary, provided that (A) in the event an award is subject to Section 409A and the settlement provisions of this Agreement would cause an impermissible acceleration or deferral of settlement of such award in violation of Section 409A, the settlement provisions in this Agreement shall be null and void and settlement shall be made in accordance with the applicable award agreement and (B) the Company and Executive may agree that any awards granted after the date of this Agreement shall have different terms than provided under this Section 4(a)(iv) pursuant to a written agreement.
(v) The payments and benefits contemplated under Section 4(a)(ii),(iii) and (iv) above are collectively referred to herein as the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”), and (E) in the event that the termination occurs after September 30 of a given year, a prorated amount of the Annual Bonus for such year based on the number of days elapsed, determined and payable in such manner and at such time as annual bonuses in respect of such year are generally paid (the “Prorated Bonus”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times (1x) Executiveyear’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
. The Severance Payment shall be made in a lump sum no later than ten (iii10) subject to days after Executive after Executive executes the release described in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest).
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal to one times (1x) aggregate sum of 300%1 of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) 1/72 of the Cash Severance will be payable to Executive in substantially thirty-six (36) equal monthly installments commencing as of the first day of the calendar month following the month in accordance which the Date of Termination occurs.2 Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Company’s customary payroll practicesCode, commencing amounts to be paid under this Section 4(a) shall be paid to Executive on the first payroll date occurring on or business day after the date that is sixty (60) days six months following Executive’s “separation from service” within the Date meaning of Termination (with the first installment inclusive Section 409A of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 1 contract
Samples: Employment Agreement (NRT Settlement Services of Missouri LLC)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(vi) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”), and (E) in the event that the termination occurs after September 30 of a given year, a prorated amount of the Annual Bonus for such year based on the number of days elapsed, determined and payable in such manner and at such time as annual bonuses in respect of such year are generally paid (the “Prorated Bonus”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty and (60b) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination amounts due under applicable laws (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 calendar days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate terminates Executive’s employment without Cause or Executive shall terminate Executive’s terminates her employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, ; (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year; (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, ; and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as and (b) amounts due under applicable laws (the “Severance Payment”). The Severance Payment shall be made in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing a lump sum on the first payroll date occurring on or after the date that is sixty (60) calendar days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject to Section 4(e4(f) below, after the Date of Termination, :
(1) the Company will pay Executive an a lump sum amount equal to one times (1x) the sum of (x) Executive’s Annual Base Salary as in effect as of the Date of Termination and (y) the amount of any bonus paid or payable to Executive in substantially respect of the year prior to the year of termination; and
(2) the Company will pay Executive a lump sum amount equal installments in accordance with to thirty-six times (36x) the Company’s customary payroll practicesmonthly contribution on behalf of Executive to the Company’s healthcare, commencing life insurance and accidental death and dismemberment plans or policies (grossed up for applicable taxes) (the amounts described in Sections 4(a)(ii)(1) and (2) collectively, the “Severance Payment”). The Severance Payment shall be made in a lump sum on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) Termination, subject to the terms and conditions in Section 4(e4(f) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times (1x) Executive’s time his Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(vi) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times (1x) the sum of Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination Maximum Bonus (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 calendar days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1xlx) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following severance payments and/or benefits:
(i) The Prior to the thirtieth day following the Date of Termination, the Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum sum, to the extent not previously paid, (Ai) the Annual Base Salary through the Date of Termination, and (Bii) the amount Bonus earned for any Bonus Year ended prior to the year in which the Date of any unpaid expense reimbursements to which Termination occurs, provided that Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of was employed on the Company’s benefit plans or applicable law, in accordance with the terms last day of such plans or law Bonus Year (clauses (A)-(C), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after the Date of Termination, the The Company will pay Executive an amount equal to one times (1x) aggregate sum of 300% of Executive’s Annual Base Salary and Target Bonus (such amount, the “Cash Severance”) as follows: (i) one-half of the Cash Severance shall be payable to Executive in effect as a lump sum, within 30 business days of the Date of Termination and (ii) 1/72 of the Cash Severance will be payable to Executive in substantially thirty-six (36) equal monthly installments commencing as of the first day of the calendar month following the month in accordance which the Date of Termination occurs. Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to comply with Section 409A of the Company’s customary payroll practicesCode, commencing amounts to be paid under this Section 4(a) shall be paid to Executive on the first payroll date occurring on or business day after the date that is sixty (60) days six months following Executive’s “separation from service” within the Date meaning of Termination (with the first installment inclusive Section 409A of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestCode.
Appears in 1 contract
Samples: Employment Agreement (Realogy Corp)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”), and (E) in the event that the termination occurs after September 30 of a given year, a prorated amount of the Annual Bonus for such year based on the number of days elapsed, determined and payable in such manner and at such time as annual bonuses in respect of such year are generally paid (the “Prorated Bonus”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive an amount equal to one times (1x) Executiveseverance in accordance with Puerto Rico’s Annual Base Salary as Law 80 severance formula in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive closing of the installments that would have otherwise been payable during Transaction, but excluding for such initial sixty (60) day period) purposes the Retention Bonuses and ending on the first anniversary of the Date of Termination Restricted Stock (the “Severance Payment”);. The Severance Payment shall be made in a lump sum no later than ten (10) days after Executive executes the release described in Section 4(e); and
(iii) subject The Company shall pay to Section 4(e) below, after a Date of Termination occurring Executive as soon as reasonably practicable following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with Termination, but no later than 30 days thereafter, a lump amount equal to the amount thereof determined based on the actual result sum of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;any unpaid Retention Bonuses.
(iv) The Restricted Stock shall become fully vested and non-forfeitable subject to Section 4(e) below, upon a Date the terms of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestrelated stockholder’s agreement.
Appears in 1 contract
Samples: Employment Agreement (TII Smart Solutions, Sociedad Anonima)
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate terminates Executive’s employment without Cause or Executive shall terminate Executive’s terminates his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, ; (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year; (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, ; and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one the greater of (a) two (2) times (1x) Executive’s Annual Base Salary as in effect as of the (provided that such Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring is on or before September 1, 2018; if such Date of Termination is after September 1, 2018, Executive shall be entitled to one (1) times his Annual Base Salary) and (b) amounts due under applicable laws (the “Severance Payment”). The Severance Payment shall be made in a lump sum on the date that is sixty (60) calendar days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(c)(iv) hereof, (D) to the extent applicable, payment in respect of accrued but unused vacation days in accordance with the Company’s policy and applicable law and (CE) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(E), the “Accrued Obligations”); and
(ii) subject to Section 4(e) below, after After the Date of Termination, the Company will pay Executive an amount equal to one times Executive, in eight (1x) Executive’s Annual Base Salary as in effect 8) quarterly installments commencing as of the Date of Termination in substantially Termination, an amount equal to the Executive’s then current Annual Base Salary, such installments in accordance with the Company’s customary payroll practices, commencing to be paid ratably on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive last day of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination quarter (the “Severance PaymentPayments”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Affinion Group, Inc.)
With Good Reason; Without Cause. If during the Employment Period, Period the Company shall terminate terminates Executive’s employment without Cause or Executive shall terminate Executive’s terminates her employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, ; (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year; (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(v) hereof, ; and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as and (b) amounts due under applicable laws (the “Severance Payment”). The Severance Payment shall be made in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing a lump sum on the first payroll date occurring on or after the date that is sixty (60) calendar days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);
(iii) Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.. EXECUTION COPY
Appears in 1 contract
Samples: Employment Agreement
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s his employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the Bonus earned for any fiscal year ended prior to the year in which the Date of Termination occurs, provided that Executive was employed on the last day of such fiscal year, (C) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v2(d)(vi) hereof, hereof and (CD) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(CA)-(D), the “Accrued Obligations”); and
(ii) subject Subject to Section 4(e) below, after the Date of Termination, the Company will pay Executive severance in an amount equal to one times the greater of (1xa) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments in accordance with the Company’s customary payroll practices, commencing on the first payroll date occurring on or after the date that is sixty and (60b) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination amounts due under applicable laws (the “Severance Payment”);
(iii) . The Severance Payment shall be made in a lump sum on the date that is 60 calendar days following the Date of Termination, subject to the terms and conditions in Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vest.
Appears in 1 contract
Samples: Employment Agreement (EVERTEC, Inc.)
With Good Reason; Without Cause. If If, during the Employment Period, the Company Employer shall terminate the Executive’s employment without Cause other than for Cause, death or Disability, or the Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company Employer shall pay to the Executive as soon as reasonably practicable but no later than the 15th day aggregate of the third month following the end of the calendar year that contains the Date of Termination in a lump sum amounts:
(A) to the extent not previously paid, in a lump sum in cash within 30 days after the Date of Termination, the sum of (A1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (B2) the amount of any unpaid expense reimbursements to which Executive may be entitled pursuant to Section 2(c)(v) hereof, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any business expenses that have not been reimbursed by Employer as of the Company’s benefit plans or applicable law, Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the terms applicable Employer policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs to the extent such plans or law bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (A)-(C1) through (3), shall be hereinafter referred to as the “Accrued Obligations”); and
(iiB) to the extent not previously paid, no later than March 15th of the year following the year in which the Date of Termination occurs, subject to the achievement of any applicable performance goals required in order for the bonus to be deductible by reason of qualifying for the “performance-based” compensation exception of Section 4(e162(m) belowof the Code, after the product of (1) the sum of the Target Bonus and the Target Incentive Bonus (determined as though the Executive remained employed by Employer through the year in which the Date of Termination occurs) and (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the Company will denominator of which is 365 (the “Pro Rata Bonus”); and
(ii) Employer shall pay to the Executive an amount equal to the product of (A) one times and one-half and (1xB) the sum of (1) the Executive’s Annual Base Salary as and (2) the sum of the Annual Bonus and the Incentive Bonus received by the Executive in effect respect of most recently completed fiscal year of Employer as of the Date of Termination Termination; provided that, if a termination of the Executive’s employment described in substantially this Section 5(a) occurs within two years immediately following a Change of Control (as defined on Exhibit A hereto), in lieu of the foregoing amount, Employer shall pay to the Executive an amount equal to the product of (x) two and (y) the sum of the Executive’s Annual Base Salary, the Target Bonus and the Target Incentive Bonus; and provided, further, that the applicable amount payable pursuant to this clause (ii) shall be payable in equal installments over the 24 month period immediately following the last day of the Executive’s employment by Employer in accordance with Employer’s normal payroll policies;
(iii) Any equity-based awards granted to the Company’s customary payroll practicesExecutive shall vest and become free of restrictions immediately, commencing and any stock options or stock appreciation rights granted to the Executive shall be exercisable for the remainder of their term, without regard to any provisions relating to earlier termination of the stock options or stock appreciation rights based on termination of employment (the first payroll date occurring on or after “Equity Benefits”);
(iv) For either (A) the date that is sixty (60) days 18-month period following the Date of Termination or (with the first installment inclusive B) if a termination of the installments that would have otherwise been payable during such initial sixty Executive’s employment described in this Section 5(a) occurs within two years immediately following a Change of Control, the two-year period following the Date of Termination, Employer shall continue to provide medical and dental benefits to the Executive and his eligible dependents as if the Executive remained an active employee of Employer (60collectively “Welfare Benefits”); and
(v) day period) To the extent not theretofore paid or provided, Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Employer and ending on the first anniversary of its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Severance PaymentOther Benefits”);
(iii) subject to Section 4(e) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year. As used in this Agreement, the Company will pay Executive a prorated bonus for the year of termination based on the number of days in such year elapsed through the Date of Termination term “affiliated companies” shall include any company controlled by, controlling or under common control with the amount thereof determined based on the actual result of the Company for such year and payable when bonuses for such year are generally paid to employees of the Company;
(iv) subject to Section 4(e) below, upon a Date of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive, the portion of such award that would have become vested within such 30-day period shall vestEmployer.
Appears in 1 contract
With Good Reason; Without Cause. If during the Employment Period, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then the Company will provide Executive with the following payments and/or benefits:
(i) The Company shall pay to Executive as soon as reasonably practicable but no later than the 15th 30th day of the third month following the end of the calendar year that contains the Date of Termination in a lump sum to the extent not previously paid, (A) the Annual Base Salary through the Date of Termination, (B) the amount of any unpaid expense reimbursements or other benefits to which Executive may be entitled pursuant to Section 2(c)(v) hereofhereunder, and (C) any other vested payments or benefits to which Executive or Executive’s estate may be entitled to receive under any of the Company’s benefit plans or applicable law, in accordance with the terms of such plans or law (clauses (A)-(C), the “Accrued Obligations”). In addition to the Accrued Obligations, the Company shall pay to Executive (D) a prorated portion of Executive’s Bonus for the fiscal year in which such Date of Termination occurs based on actual results of the Company for such fiscal year and the number of days elapsed during such fiscal year prior to and including the Date of Termination (the “Prorated Bonus”) and (E) any unpaid Bonus for the fiscal year preceding the Date of Termination to the extent not previously paid (the “Prior Bonus”), with each of the Prorated Bonus and Prior Bonus to be paid at such time as bonuses are generally paid to senior executives of the Company in respect of such fiscal year; andprovided, however, that in no event shall the payment be made on a date later than the 15th day of the third month of the applicable fiscal year.
(ii) subject Subject to Section 4(e4(d) below, after the Date of Termination, the Company will pay Executive an a severance amount equal to one two times (1x) Executive’s Annual Base Salary as in effect as of the Date of Termination in substantially equal installments over twenty-four (24) months in accordance with the Company’s customary payroll practicespractices (the “Severance Period”), commencing on the first payroll date occurring on or after the date that is sixty (60) days following the Date of Termination (with the first installment inclusive of the installments that would have otherwise been payable during such initial sixty (60) day period) and ending on the first anniversary of the Date of Termination (the “Severance Payment”);.
(iii) subject Subject to Section 4(e4(d) below, after a Date of Termination occurring following the third quarter of the Company’s fiscal year, the Company will pay reimburse Executive a prorated bonus for (A) the year cost of outplacement assistance in connection with his termination based on the number of days in such year elapsed through the Date of Termination employment with the amount thereof determined based on Company subject to a maximum of $25,000 and (B) Executive’s attorney’s fees incurred in connection with the actual result termination of his employment with the Company for subject to a maximum of $25,000 (collectively, the “Professional Fees”), in each case subject to reasonable substantiation of such year cost and payable when bonuses for such year are generally paid to employees of the Company;fees.
(iv) subject to Section 4(e) below, upon a Date In the event that Executive timely elects continuation coverage under The Consolidated Omnibus Budget Reconciliation Act of Termination occurring within 30 days prior to a vesting date relating to an equity award previously granted to Executive1985, the Company shall pay Executive a monthly amount equal to the Company-paid portion of such award that would have become vested within such 30any premiums (grossed up for income taxes) for Executive’s existing health care coverage until the earlier of (A) the 18-day period months anniversary of the Termination Date or (B) the date Executive obtains health coverage from a subsequent employer (the “COBRA Benefit”).
(v) Subject to Sections 2(c)(viii) and 4(d): (A) the next tranche of any unvested shares awarded to Executive under Section 2(c)(iii)(A) of this Agreement shall accelerate and vest, and (B) any unvested shares awarded to Executive under Section 2(c)(iii)(B) of this Agreement shall accelerate and vest at the target level, in each of the foregoing (A) and (B) on the Termination Date without further action of any kind by the Company or the Executive (collectively, the “Accelerated Vesting”).
Appears in 1 contract
Samples: Employment Agreement (Verso Corp)
