Common use of Without Cause by the Company or for Good Reason by Executive Clause in Contracts

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) or by Executive for “Good Reason” (as defined below) following the delivery of a Notice of Termination to the other party. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive’s compliance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Appears in 4 contracts

Samples: Employment Agreement (China Sunergy Co., Ltd.), Employment Agreement (China Sunergy Co., Ltd.), Employment Agreement (China Sunergy Co., Ltd.)

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Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s 's employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s 's Disability) or by Executive for "Good Reason" (as defined below) following the delivery of a Notice of Termination to the other party. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive’s 's compliance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s 's employment is terminated pursuant to this Section 8(c), the continued payment of Base Salary shall be subject to Employee’s 's execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Appears in 2 contracts

Samples: Employment Agreement (China Sunergy Co., Ltd.), Employment Agreement (China Sunergy Co., Ltd.)

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) following the delivery by the Company of a Notice of Termination to Executive or by Executive for Good Reason” (as defined below) Reason following the delivery by Executive of a Notice of Termination to the other partyCompany. The expiration of the Employment Term on the date immediately preceding the third anniversary of the Effective Date shall not be considered a termination without Cause under this Agreement or otherwise result in the payment of severance or post-employment benefits pursuant to Section 9(c) of this Agreement if Executive is not otherwise terminated pursuant to Section 9(c) of this Agreement prior to such date. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall be entitled to receive, : (i) within thirty five (305) business days following termination, a lump sum payment in an amount equal to the Accrued Obligations; (ii) the Pro-Rata Bonus, payable as soon as reasonably practicable following the date of Executive’s termination of employment; provided, that, if necessary to avoid the application of Section 409A of the Code to the Pro Rata Bonus, Executive shall not receive any such Pro Rata Bonus installment until the First Payment Date; (iii) subject to Executive’s continued compliance with Section 11 of this Agreement, an amount equal to the greater of (iA) $10,000,000, and (B) an amount equal to the sum of (I) three times the Base Salary (at the rate in effect immediately prior to termination) and (II) three times the actual Annual Bonus paid with respect to the preceding fiscal year (any earned such amount shall be referred to in this Agreement as the “Severance”); provided that, for purposes of this sentence, an Annual Bonus shall be deemed to be “paid” at the time that Executive receives an amount in respect thereof at the time that Annual Bonuses are paid to other senior executives of the Company. The Severance shall be payable in equal installments (each, a “Severance Installment”) over the twelve (12) month period (eighteen (18) month period in the event of a termination by Executive for Good Reason based on the circumstances described in clause (iv) or clause (v) under the definition of Good Reason in this Section 9(c)) commencing with the second of the Company’s standard payroll dates falling after such termination; provided, however, that, if necessary to avoid the application of Section 409A of the Code to the Severance, Executive shall not receive any installment payment until the First Payment Date, and, on the First Payment Date, the Company will pay Executive an amount equal to the sum of all Severance Installments that would have been payable in respect of the period preceding the First Payment Date but unpaid for the delay imposed on account of the aforementioned Section 409A; (iv) continued health and life insurance benefits for Executive and his spouse and dependents, if any, for a thirty six (36) month period following the date of Executive’s termination of employment, on the same basis as such benefits are provided from time to time to actively employed senior executives of the Company; provided, that the Company’s obligation to provide such health and life insurance benefits shall cease with respect to such benefits at the time Executive becomes eligible for such benefits from another employer; (v) three years of additional service credit and credit for three years of additional age under the Company’s employee pension plans, except for under any plan that is qualified or intended to be qualified under the provisions of Section 401 of the Code, for purposes of benefit accrual, matching contributions, vesting and eligibility for retirement. For the avoidance of doubt, no amounts provided in Section 9(c)(ii) or (iii) of this Agreement shall be included in such calculation, and Executive shall not be entitled to receive any payments pursuant to any non-qualified pension plan of the Company until expiration of the thirty six (36) month period following the Executive’s termination of employment under this Section 9(c); and (vi) if, as of the date of such termination, (a) Executive is not eligible to participate in any retiree medical or life insurance program of the Company and (b) Executive would have at least 10 years of service with the Company and reached at least age 55 if credited with three years of additional age and service, then the Company shall purchase for Executive a medical and/or life insurance policy, as applicable, that provides coverage that is as comparable as is commercially available to the coverage under the retiree medical and/or retiree life insurance program of the Company, as applicable, as in effect as of the date of Executive’s termination of employment. For the avoidance of doubt, nothing in this Section 9(c)(vi) shall provide Executive with any extra age or service credit for purposes of eligibility or for any other purpose under any retiree medical or life insurance program of the Company. Notwithstanding anything to the contrary in this Agreement, no further payments or benefits shall be due under this Section 9(c) if, at any time after Executive’s employment is terminated pursuant to this Section 9(c) and prior to the time when any payment is made or benefit provided pursuant to this Section 9(c), the Board determines, in accordance with the procedures set forth in Section 9(a) of this Agreement, that grounds existed, on or prior to the date of termination of Executive’s employment with the Company, including prior to the Effective Date, for the Company to terminate Executive’s employment for Cause; provided, however, that, Executive shall in all events be entitled to receive his Base Salary through the date of termination and (ii) any earned but unpaid Bonus reimbursement for any calendar year preceding the year unreimbursed business expenses properly incurred by Executive in which the termination occurs. In addition, subject to Executive’s compliance accordance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received Company policy through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of Executive’s termination. Executive shall have no further rights to any further compensation (including any Base Salary Salary, Annual Bonus, payments under Section 3(b) of this Agreement or Bonusany long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant Executive and the Company acknowledge that any payments and benefits provided to Executive under clauses (ii) through (vi) of this Section 8(c), 9(c) relate solely to services rendered by Executive to the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of Company on and after the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the CompanyEffective Date.

Appears in 1 contract

Samples: Employment Agreement (American International Group Inc)

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) following the delivery by the Company of a Notice of Termination to Executive or by Executive for Good Reason” (as defined below) Reason following the delivery by Executive of a Notice of Termination to the other partyCompany. The expiration of the Employment Term on the date immediately preceding the third anniversary of the Effective Date shall not be considered a termination without Cause under this Agreement or otherwise result in the payment of severance or post-employment benefits pursuant to Section 9(c) of this Agreement if Executive is not otherwise terminated pursuant to Section 9(c) of this Agreement prior to such date. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall be entitled to receive, : (i) within thirty five (305) business days following termination, a lump sum payment in an amount equal to the Accrued Obligations; (ii) the Pro-Rata Bonus, payable as soon as reasonably practicable following the date of Executive’s termination of employment; provided, that, if necessary to avoid the application of Section 409A of the Code to the Pro Rata Bonus, Executive shall not receive any such Pro Rata Bonus installment until the First Payment Date; (iii) subject to Executive’s continued compliance with Section 11 of this Agreement, an amount equal to the greater of (iA) $7,500,000, and (B) an amount equal to the sum of (I) three times the Base Salary (at the rate in effect immediately prior to termination) and (II) three times the actual Annual Bonus paid with respect to the preceding fiscal year (any earned such amount shall be referred to in this Agreement as the “Severance”); provided that, for purposes of this sentence, an Annual Bonus shall be deemed to be “paid” at the time that Executive receives an amount in respect thereof at the time that Annual Bonuses are paid to other senior executives of the Company. The Severance shall be payable in equal installments (each, a “Severance Installment”) over the twelve (12) month period (eighteen (18) month period in the event of a termination by Executive for Good Reason based on the circumstances described in clause (iv) or clause (v) under the definition of Good Reason in this Section 9(c)) commencing with the second of the Company’s standard payroll dates falling after such termination; provided, however, that, if necessary to avoid the application of Section 409A of the Code to the Severance, Executive shall not receive any installment payment until the First Payment Date, and, on the First Payment Date, the Company will pay Executive an amount equal to the sum of all Severance Installments that would have been payable in respect of the period preceding the First Payment Date but unpaid for the delay imposed on account of the aforementioned Section 409A; (iv) continued health and life insurance benefits for Executive and his spouse and dependents, if any, for a thirty six (36) month period following the date of Executive’s termination of employment, on the same basis as such benefits are provided from time to time to actively employed senior executives of the Company; provided, that the Company’s obligation to provide such health and life insurance benefits shall cease with respect to such benefits at the time Executive becomes eligible for such benefits from another employer; (v) three years of additional service credit and credit for three years of additional age under the Company’s employee pension plans, except for under any plan that is qualified or intended to be qualified under the provisions of Section 401 of the Code, for purposes of benefit accrual, matching contributions, vesting and eligibility for retirement. For the avoidance of doubt, no amounts provided in Section 9(c)(ii) or (iii) of this Agreement shall be included in such calculation, and Executive shall not be entitled to receive any payments pursuant to any non-qualified pension plan of the Company until expiration of the thirty six (36) month period following the Executive’s termination of employment under this Section 9(c); and (vi) if, as of the date of such termination, (a) Executive is not eligible to participate in any retiree medical or life insurance program of the Company and (b) Executive would have at least 10 years of service with the Company and reached at least age 55 if credited with three years of additional age and service, then the Company shall purchase for Executive a medical and/or life insurance policy, as applicable, that provides coverage that is as comparable as is commercially available to the coverage under the retiree medical and/or retiree life insurance program of the Company, as applicable, as in effect as of the date of Executive’s termination of employment. For the avoidance of doubt, nothing in this Section 9(c)(vi) shall provide Executive with any extra age or service credit for purposes of eligibility or for any other purpose under any retiree medical or life insurance program of the Company. Notwithstanding anything to the contrary in this Agreement, no further payments or benefits shall be due under this Section 9(c) if, at any time after Executive’s employment is terminated pursuant to this Section 9(c) and prior to the time when any payment is made or benefit provided pursuant to this Section 9(c), the Board determines, in accordance with the procedures set forth in Section 9(a) of this Agreement, that grounds existed, on or prior to the date of termination of Executive’s employment with the Company, including prior to the Effective Date, for the Company to terminate Executive’s employment for Cause; provided, however, that, Executive shall in all events be entitled to receive his Base Salary through the date of termination and (ii) any earned but unpaid Bonus reimbursement for any calendar year preceding the year unreimbursed business expenses properly incurred by Executive in which the termination occurs. In addition, subject to Executive’s compliance accordance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received Company policy through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of Executive’s termination. Executive shall have no further rights to any further compensation (including any Base Salary Salary, Annual Bonus, payments under Section 3(b) of this Agreement or Bonusany long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant Executive and the Company acknowledge that any payments and benefits provided to Executive under clauses (ii) through (vi) of this Section 8(c), 9(c) relate solely to services rendered by Executive to the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of Company on and after the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the CompanyEffective Date.

Appears in 1 contract

Samples: Employment Agreement (American International Group Inc)

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) or by Executive for “Good Reason” (as defined below) following the delivery of a Notice of Termination to the other party. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive’s compliance with Sections 9Sections(i), 10 (j) and 11(k), Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through the first (1st) anniversary of the date of termination termination, in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c(h)(iii) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant to this Section 8(c(h)(iii), the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the Company.

Appears in 1 contract

Samples: Subscription Agreement (China Sunergy Co., Ltd.)

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Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s 's employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s 's Disability) following the delivery of a Notice of Termination to Executive or by Executive for "Good Reason" (as defined below) following the delivery of a Notice of Termination to the other partyCompany. If Executive’s 's employment is terminated by the Company without Cause (other than by reason of Executive's Disability) or by Executive for Good Reason, Reason then Executive shall receive, receive (i) within thirty ten (3010) days following termination, a lump sum payment of the Accrued Obligations and (iii) subject to Sections 13(h) and 14(f), (A) within ten (10) days following termination, any earned but unpaid Base Salary through Annual Bonus in respect of any of the date of termination and (ii) any earned but unpaid Bonus for any calendar year Company's fiscal years preceding the fiscal year in which the termination occurs. In addition, subject (B) if unpaid, the 2008 Annual Bonus Minimum, (C) cash severance consisting of (x) an amount equal to two (2) times the "Severance Bonus" (as defined below), payable in equal monthly installments over a period of twenty-four (24) months immediately following Executive’s compliance 's termination of employment (the "Severance Period") in accordance with Sections 9the Company's usual payroll practices, 10 with the first such installment to be paid on the first usual payroll date following Executive's termination of employment and 11, Executive shall continue to receive in bi-weekly installments (y) the "Present Value" (as defined below) of two (2) times the Base Salary Executive would have otherwise received through at the first (1st) anniversary rate in effect at the time of the date of termination in the case of termination by the Company without Causetermination, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination payable in a lump sum payment within fourteen (14) days following termination of employment pursuant to this Section 13(c), and (D) if requested by Executive, continued participation during the remainder Severance Period in the health insurance benefits of the Company that are provided from time to time to employees of the Company during the Severance Period at the same cost to Executive as that charged to other active employees of the Company; provided, that the Company's obligation to provide health insurance benefits shall cease with respect to such paymentsbenefits at the time Executive becomes eligible for such benefits from another employer. To the extent that the health insurance benefits provided for in this Section 13(c) are not permissible after termination of employment under the terms of the benefit plans of the Company then in effect (and cannot be provided through the Company's paying the applicable premium for Executive in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA")), the Company shall pay to Executive such amount as is necessary to provide Executive, after tax, with an amount equal to the cost of acquiring, for Executive and his spouse and dependents, if any, shall thereafter on a non-group basis, for the required period, those health insurance benefits that would otherwise be paid in bi-weekly installments lost to Executive and his spouse and dependents as a result of Executive's termination, after taking into account any amount Executive would have to pay for such benefits had they been provided through the first anniversary of the date of terminationCompany as described above. Except as provided herein, Executive shall have no further rights to any compensation (including any Base Salary or Annual Bonus) or any other benefits under this Agreement. All other accrued and vested benefits, if any, due Executive following a termination pursuant to this Section 8(c13(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance severance, separation pay or termination plan, policy or program of the Company. If Executive’s employment is terminated pursuant to For purposes of this Agreement, the "Severance Bonus" shall mean: (i) if a termination under this Section 8(c13(c) occurs prior to the Company's determination of the Annual Bonus for the Company's 2008 Fiscal Year, $900,000; (ii) if such termination occurs on or after the Company's determination of the Annual Bonus for the Company's 2008 Fiscal Year, but before the Company's determination of the Annual Bonus for the Company's fiscal year ending on or about or close to December 31, 2009, (the "2009 Fiscal Year"), the continued payment Annual Bonus payable for the Company's 2008 Fiscal Year; and (iii) if such termination occurs on or after the Company's determination of Base Salary the Annual Bonus for the 2009 Fiscal Year, the average of the Annual Bonus in respect of the two (2) years prior to the year of such termination; provided, however, that for the purposes of the preceding clauses (ii) and (iii), the Annual Bonus for the Company's 2008 Fiscal Year shall be subject to Employee’s execution of a release in favor determined based on the percentage of the Company, its affiliates and their respective officers, directors and employees in such form as may be required by EBITDA Target actually attained for the Company's 2008 Fiscal Year, without regard to the 2008 Annual Bonus Minimum.

Appears in 1 contract

Samples: Employment Agreement (Duane Reade Holdings Inc)

Without Cause by the Company or for Good Reason by Executive. The Employment Term, and Executive’s employment hereunder, may be terminated by the Company without Cause (other than by reason of Executive’s Disability) following the delivery by the Company of a Notice of Termination to Executive or by Executive for Good Reason” (as defined below) Reason following the delivery by Executive of a Notice of Termination to the other partyCompany. The expiration of the Employment Term on the date immediately preceding the third anniversary of the Effective Date shall not be considered a termination without Cause under this Agreement or otherwise result in the payment of severance or post-employment benefits pursuant to Section 9(c) of this Agreement if Executive is not otherwise terminated pursuant to Section 9(c) of this Agreement prior to such date. If Executive’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Executive for Good Reason, Executive shall be entitled to receive, : (i) within thirty five (305) business days following termination, a lump sum payment in an amount equal to the Accrued Obligations; (ii) the Pro-Rata Bonus, payable as soon as reasonably practicable following the date of Executive’s termination of employment; provided, that, if necessary to avoid the application of Section 409A of the Code to the Pro Rata Bonus, Executive shall not receive any such Pro Rata Bonus installment until the First Payment Date; (iii) subject to Executive’s continued compliance with Section 11 of this Agreement, an amount equal to the greater of (iA) $15,000,000, and (B) an amount equal to the sum of (I) three times the Base Salary (at the rate in effect immediately prior to termination) and (II) three times the actual Annual Bonus paid with respect to the preceding fiscal year (any earned such amount shall be referred to in this Agreement as the “Severance”); provided that, for purposes of this sentence, an Annual Bonus shall be deemed to be “paid” at the time that Executive receives an amount in respect thereof at the time that Annual Bonuses are paid to other senior executives of the Company. The Severance shall be payable in equal installments (each, a “Severance Installment”) over the twelve (12) month period (eighteen (18) month period in the event of a termination by Executive for Good Reason based on the circumstances described in clause (iv) or clause (v) under the definition of Good Reason in this Section 9(c)) commencing with the second of the Company’s standard payroll dates falling after such termination; provided, however, that, if necessary to avoid the application of Section 409A of the Code to the Severance, Executive shall not receive any installment payment until the First Payment Date, and, on the First Payment Date, the Company will pay Executive an amount equal to the sum of all Severance Installments that would have been payable in respect of the period preceding the First Payment Date but unpaid for the delay imposed on account of the aforementioned Section 409A; (iv) continued health and life insurance benefits for Executive and his spouse and dependents, if any, for a thirty six (36) month period following the date of Executive’s termination of employment, on the same basis as such benefits are provided from time to time to actively employed senior executives of the Company; provided, that the Company’s obligation to provide such health and life insurance benefits shall cease with respect to such benefits at the time Executive becomes eligible for such benefits from another employer; (v) three years of additional service credit and credit for three years of additional age under the Company’s employee pension plans, except for under any plan that is qualified or intended to be qualified under the provisions of Section 401 of the Code, for purposes of benefit accrual, matching contributions, vesting and eligibility for retirement. For the avoidance of doubt, no amounts provided in Section 9(c)(ii) or (iii) of this Agreement shall be included in such calculation, and Executive shall not be entitled to receive any payments pursuant to any non-qualified pension plan of the Company until expiration of the thirty six (36) month period following the Executive’s termination of employment under this Section 9(c); and (vi) if, as of the date of such termination, (a) Executive is not eligible to participate in any retiree medical or life insurance program of the Company and (b) Executive would have at least 10 years of service with the Company and reached at least age 55 if credited with three years of additional age and service, then the Company shall purchase for Executive a medical and/or life insurance policy, as applicable, that provides coverage that is as comparable as is commercially available to the coverage under the retiree medical and/or retiree life insurance program of the Company, as applicable, as in effect as of the date of Executive’s termination of employment. For the avoidance of doubt, nothing in this Section 9(c)(vi) shall provide Executive with any extra age or service credit for purposes of eligibility or for any other purpose under any retiree medical or life insurance program of the Company. Notwithstanding anything to the contrary in this Agreement, no further payments or benefits shall be due under this Section 9(c) if, at any time after Executive’s employment is terminated pursuant to this Section 9(c) and prior to the time when any payment is made or benefit provided pursuant to this Section 9(c), the Board determines, in accordance with the procedures set forth in Section 9(a) of this Agreement, that grounds existed, on or prior to the date of termination of Executive’s employment with the Company, including prior to the Effective Date, for the Company to terminate Executive’s employment for Cause; provided, however, that, Executive shall in all events be entitled to receive his Base Salary through the date of termination and (ii) any earned but unpaid Bonus reimbursement for any calendar year preceding the year unreimbursed business expenses properly incurred by Executive in which the termination occurs. In addition, subject to Executive’s compliance accordance with Sections 9, 10 and 11, Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received Company policy through the first (1st) anniversary of the date of termination in the case of termination by the Company without Cause, or through the sixth (6th) month anniversary of the date of termination in the case of termination by Executive for Good Reason; provided, however, that if necessary to avoid additional or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments on the six-month anniversary of the date of his termination in a lump sum payment and the remainder of such payments, if any, shall thereafter be paid in bi-weekly installments through the first anniversary of the date of Executive’s termination. Executive shall have no further rights to any further compensation (including any Base Salary Salary, Annual Bonus, payments under Section 3(b) of this Agreement or Bonusany long-term or equity-based compensation awards) or any other benefits under this Agreement. All other benefits, if any, due Executive following a termination pursuant to this Section 8(c9(c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the Company. If Executive’s employment is terminated pursuant Executive and the Company acknowledge that any payments and benefits provided to Executive under clauses (ii) through (vi) of this Section 8(c), 9(c) relate solely to services rendered by Executive to the continued payment of Base Salary shall be subject to Employee’s execution of a release in favor of Company on and after the Company, its affiliates and their respective officers, directors and employees in such form as may be required by the CompanyEffective Date.

Appears in 1 contract

Samples: Employment Agreement (American International Group Inc)

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