Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to the following: (i) the Accrued Obligations; (ii) payment of the Executive’s then-existing Base Salary over a period of six (6) following the termination date, subject to ordinary withholdings in accordance with the Company’s standard payroll practices; and (iii) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been required.
Appears in 4 contracts
Samples: Employment Agreement (ProSomnus, Inc.), Employment Agreement (ProSomnus, Inc.), Employment Agreement (LAAA Merger Corp.)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to the following:
(i) the Accrued Obligations;
(ii) payment of the Executive’s then-existing Base Salary over a period of six (6) months following the termination date, subject to ordinary withholdings in accordance with the Company’s standard payroll practices; and
(iii) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been required.
Appears in 2 contracts
Samples: Employment Agreement (ProSomnus, Inc.), Employment Agreement (LAAA Merger Corp.)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to the following:
(i) the Accrued Obligations;
(ii) payment of the Executive’s then-existing Base Salary over a period of six twelve (612) months following the termination date, subject to ordinary withholdings in accordance with the Company’s standard payroll practices; and
(iii) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been required.
Appears in 2 contracts
Samples: Employment Agreement (ProSomnus, Inc.), Employment Agreement (LAAA Merger Corp.)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing prior to the Company and not revoking a waiver expiration of claims in a form satisfactory to the Company Term under Paragraph 7(c) or (f), Executive shall receive the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Accrued Obligations. Executive also shall be entitled to receive the following:
(i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the Accrued Obligationsdate Executive’s employment is terminated (the “Severance Payment”);
(ii) payment 100% of the annual compensation paid to Executive in the preceding year under the Incentive Plan in which Executive participates as of the date Executive’s then-existing Base Salary over employment is terminated; plus, with respect to the Incentive Plan, a period prorated portion (based on the number of six calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (6had Executive’s employment not been terminated) following for the termination date, subject to ordinary withholdings calendar year in accordance with the Companywhich Executive’s standard payroll practicesemployment is terminated; and
(iii) until continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the earliest levels Executive was receiving immediately prior to occur Executive’s termination of employment, for a period of time expiring upon the earlier of: (x1) the expiration end of the period of twelve (12) months following the Termination DateExecutive’s Separation from Service, and or (y2) the date day on which Executive receives healthbecomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(c)(iii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, dental including exercising all appropriate COBRA elections and vision complying with all terms and conditions of such coverage through another policy in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of insurance, and comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s valid COBRA electionresponsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Subject to Section 15 herein, the Company shall make payment Severance Payment will be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular paydays and commencing on the Company’s first regular payday that falls at least sixty (60) days following Executive’s premiums on the same terms that existed prior to Executive’s terminationtermination of employment; provided that if such payment (i) Executive has timely executed (and not revoked) a general release and waiver of premiums would otherwise violate all claims in a form acceptable to the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 Company (collectively, the “ActGeneral Release”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll any period following the date the of revocation applicable to such General Release becomes effective and irrevocablehas passed; provided, howeverfurther, that if the 60th day General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination occurs of employment under Sections 7(c) or (f) herein. As shall be further described in the calendar year General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the year execution of terminationthe General Release to revoke it. If Executive fails to execute the General Release in a timely manner, then such payments shall commence no earlier or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than January 1 of such subsequent calendar year. The first payment shall the Accrued Obligations) will not be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been requireddue.
Appears in 1 contract
Samples: Executive Employment Agreement (Insight Enterprises Inc)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing prior to the Company and not revoking a waiver expiration of claims in a form satisfactory to the Company Term under Paragraph 7(c) or (f), Executive shall receive the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Accrued Obligations. Executive also shall be entitled to receive the following:
(i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the Accrued Obligationsdate Executive’s employment is terminated (the “Severance Payment”);
(ii) 100% of the annual compensation paid to Executive in the preceding year under all Incentive Plans (annual and quarterly) in which Executive participates as of the date Executive’s employment is terminated; plus (1) with respect to any Incentive Plan with quarterly objectives, a prorated portion (based on the number of calendar days that have elapsed during the quarter) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the quarter in which Executive’s employment is terminated; plus (2) with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated; and
(iii) full vesting of the one-time RSUs granted pursuant to Section 6(d). Subject to Section 15 herein, (1) the RSUs shall be issued to Executive within sixty (60) days following Executive’s termination of employment, (2) the Incentive Plan payment based on the amount paid under the Incentive Plans in the preceding year shall be paid to Executive in a single lump sum within sixty (60) days following Executive’s termination of employment, (3) the Incentive Plan payments to which Executive is entitled for the year or quarter of the Executive’s then-existing Base Salary termination shall be made within the time period described in the applicable Incentive Plan, but not later than March 15 of the year following the year in which Executive’s employment is terminated, and (4) the Severance Payment will be paid in equal installments over a period of six twelve (612) following the termination date, subject to ordinary withholdings months in accordance with the Company’s standard payroll practices; and
regular paydays and commencing on the Company’s first regular payday that falls at least sixty (iii60) until the earliest to occur of (x) the expiration of twelve (12) months days following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment termination of the Executive’s premiums on the same terms that existed prior to Executive’s terminationemployment; provided that if such payment (i) Executive has timely executed (and not revoked) a general release and waiver of premiums would otherwise violate all claims in a form acceptable to the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 Company (collectively, the “ActGeneral Release”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll any period following the date the of revocation applicable to such General Release becomes effective and irrevocablehas passed; provided, howeverfurther, that if the 60th day General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination occurs of employment under Sections 7(c) or (f) herein. As shall be further described in the calendar year General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the year execution of terminationthe General Release to revoke it. If Executive fails to execute the General Release in a timely manner, then such payments shall commence no earlier or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than January 1 of such subsequent calendar year. The first payment shall the Accrued Obligations) will not be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been requireddue.
Appears in 1 contract
Samples: Executive Employment Agreement (Insight Enterprises Inc)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing prior to the Company and not revoking a waiver expiration of claims in a form satisfactory to the Company Term under Paragraph 7(c) or (f), Executive shall receive the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Accrued Obligations. Executive also shall be entitled to receive the following:
(i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the Accrued Obligations;date Executive’s employment is terminated (the “Severance Payment”); and
(ii) payment with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s then-existing Base Salary over a period of six (6employment not been terminated) following for the termination date, subject to ordinary withholdings calendar year in accordance with the Companywhich Executive’s standard payroll practices; andemployment is terminated.
(iii) until continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the earliest levels Executive was receiving immediately prior to occur Executive’s termination of employment, for a period of time expiring upon the earlier of: (x1) the expiration end of the period of twelve (12) months following the Termination DateExecutive’s Separation from Service, and or (y2) the date day on which Executive receives healthbecomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(c)(iii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, dental including exercising all appropriate COBRA elections and vision complying with all terms and conditions of such coverage through another policy in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of insurance, and comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s valid COBRA electionresponsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Subject to Section 15 herein, the Company shall make payment Severance Payment will be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular paydays and commencing on the Company’s first regular payday that falls at least sixty (60) days following Executive’s premiums on the same terms that existed prior to Executive’s terminationtermination of employment; provided that if such payment (i) Executive has timely executed (and not revoked) a general release and waiver of premiums would otherwise violate all claims in a form acceptable to the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 Company (collectively, the “ActGeneral Release”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll any period following the date the of revocation applicable to such General Release becomes effective and irrevocablehas passed; provided, howeverfurther, that if the 60th day General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination occurs of employment under Sections 7(c) or (f) herein. As shall be further described in the calendar year General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the year execution of terminationthe General Release to revoke it. If Executive fails to execute the General Release in a timely manner, then such payments shall commence no earlier or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than January 1 of such subsequent calendar year. The first payment shall the Accrued Obligations) will not be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been requireddue.
Appears in 1 contract
Samples: Executive Employment Agreement (Insight Enterprises Inc)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing prior to the Company and not revoking a waiver expiration of claims in a form satisfactory to the Company Term under Paragraph 7(c) or (f), Executive shall receive the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Accrued Obligations. Executive also shall be entitled to receive the following:
(i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the Accrued Obligationsdate Executive’s employment is terminated (the “Severance Payment”);
(ii) payment 100% of the annual compensation paid to Executive in the preceding year under the Incentive Plan in which Executive participates as of the date Executive’s then-existing Base Salary over employment is terminated; plus (1) with respect to the Incentive Plan, a period prorated portion (based on the number of six calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (6had Executive’s employment not been terminated) following for the termination date, subject to ordinary withholdings calendar year in accordance with the Companywhich Executive’s standard payroll practicesemployment is terminated; and
(iii) until continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the earliest levels Executive was receiving immediately prior to occur Executive’s termination of employment, for a period of time expiring upon the earlier of: (x1) the expiration end of the period of twelve (12) months following the Termination DateExecutive’s Separation from Service, and or (y2) the date day on which Executive receives healthbecomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(c)(iii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, dental including exercising all appropriate COBRA elections and vision complying with all terms and conditions of such coverage through another policy in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of insurance, and comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s valid COBRA electionresponsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Subject to Section 15 herein, the Company shall make payment Severance Payment will be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular paydays and commencing on the Company’s first regular payday that falls at least sixty (60) days following Executive’s premiums on the same terms that existed prior to Executive’s terminationtermination of employment; provided that if such payment (i) Executive has timely executed (and not revoked) a general release and waiver of premiums would otherwise violate all claims in a form acceptable to the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 Company (collectively, the “ActGeneral Release”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll any period following the date the of revocation applicable to such General Release becomes effective and irrevocablehas passed; provided, howeverfurther, that if the 60th day General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination occurs of employment under Sections 7(c) or (f) herein. As shall be further described in the calendar year General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the year execution of terminationthe General Release to revoke it. If Executive fails to execute the General Release in a timely manner, then such payments shall commence no earlier or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than January 1 of such subsequent calendar year. The first payment shall the Accrued Obligations) will not be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been requireddue.
Appears in 1 contract
Samples: Executive Employment Agreement (Insight Enterprises Inc)
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing prior to the Company and not revoking a waiver expiration of claims in a form satisfactory to the Company Term under Paragraph 7(c) or (f), Executive shall receive the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Accrued Obligations. Executive also shall be entitled to receive the following:
(i) severance pay in an amount equal to 100% of Executive’s Base Salary in effect on the Accrued Obligations;date Executive’s employment is terminated (the “Severance Payment”); and
(ii) payment with respect to any Incentive Plan with annual objectives, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s then-existing Base Salary over a period of six (6employment not been terminated) following for the termination date, subject to ordinary withholdings calendar year in accordance with the Companywhich Executive’s standard payroll practices; andemployment is terminated.
(iii) until continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the earliest levels Executive was receiving immediately prior to occur Executive’s termination of employment, for a period of time expiring upon the earlier of: (x1) the expiration end of the period of twelve (12) months following the Termination DateExecutive’s Separation from Service, and or (y2) the date day on which Executive receives healthbecomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company will satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(c)(iii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, dental including exercising all appropriate COBRA elections and vision complying with all terms and conditions of such coverage through another policy in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of insurance, and comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s valid COBRA electionresponsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Subject to Section 15 herein, the Company shall make payment Severance Payment will be paid in equal installments over a period of twelve (12) months in accordance with the Company’s regular paydays and commencing on the Company’s first regular payday that falls at least sixty (60) days following Executive’s premiums on the same terms that existed prior to Executive’s terminationtermination of employment; provided that if such payment (i) Executive has timely executed (and not revoked) a general release and waiver of premiums would otherwise violate all claims in a form acceptable to the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 Company (collectively, the “ActGeneral Release”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll any period following the date the of revocation applicable to such General Release becomes effective and irrevocablehas passed; provided, howeverfurther, that if the 60th day General Release shall be made available to Executive no later than five (5) days following the date of termination occurs in the calendar year following the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day termination of employment if such deferral had not been required.under Sections 7(c) or (f) 24030018.6
Appears in 1 contract
Samples: Executive Employment Agreement (Insight Enterprises Inc)
Without Cause or by Executive for Good Reason. If the Company terminates the (i) The Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, Executive shall be able to terminate his employment for “Good Reason” following the occurrence of any of the following:
(A) a failure of the Company to continue Executive in his current position or other substantially similar or more senior position;
(B) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority;
(C) a failure of the Company to make any material payment or provide any material benefit under the Agreement;
(D) a material breach by the Company of the Agreement or any option agreement between Executive and the Company; or
(E) the Company relocates Executive’s primary place of employment to a place outside of the 75-mile radius of Executive’s current primary place of employment (it being understood that neither a temporary work assignment nor travel on the Company’s business shall constitute such a relocation); provided that the occurrence of any of the foregoing events (A), (B), (C), (D) or (E) shall only constitute Good Reason if the Company fails to cure such event within 30 days after receipt from Executive terminates of written notice of such occurrence; provided, further, that Good Reason shall cease to exist following the later of 30 days following its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to receive from the followingCompany:
(iA) the Accrued Obligations;Rights; and
(iiB) payment subject to Executive’s continued compliance with the provisions of Sections 6 and 7, and upon execution of the Executive’s then-existing Base Salary over a period of six (6) “Release” within 60 days after receipt, which shall be delivered to Executive within 10 days following the termination dateof Executive’s employment and which shall be substantially in the form attached hereto as Exhibit B:
(1) equal, subject to ordinary withholdings or substantially equal, payments totaling, in the aggregate, 100% of the sum of the Base Salary and the Target Bonus, which shall be payable in accordance with the Company’s standard normal payroll practicespractices over the twenty-four month period commencing on the date of termination, provided that the first payment shall be made on the seventy-fifth day following the termination of Executive’s employment and shall include any amounts that would have otherwise been due prior to such seventy-fifth day; and
(iii2) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following a prorated Annual Bonus for the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment which shall be in an amount equal based on year to date financial performance of the total amount Company and which will be payable when such Annual Bonus would have otherwise been paid pursuant to which Executive would otherwise have been entitled during the period following the Section 3 of this Agreement had Executive’s last day employment not terminated.
(iv) Following termination of Executive’s employment if such deferral had not been requiredby the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive for Good Reason, and except as set forth in Section 5(c)(iii) directly above, Executive shall have no further rights to any compensation or any other benefits under this Agreement; provided that Executive’s rights with respect to Executive’s equity participation with the Company or any of its affiliates shall be governed solely by the Equity Documents.
Appears in 1 contract
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing executing and delivering to the Company and not revoking a waiver and release of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to the following:
(i) the Accrued Obligations;
(ii) payment of the Executive’s then-existing Base Salary in effect on the date of termination over a the [ ]-month period of six (6) following the termination date, subject to ordinary tax withholdings in accordance with the Company’s standard payroll practices; and
(iii) until . In the earliest to occur event the termination of (x) the expiration of employment occurs within twelve (12) months following the Termination Dateof a Change in Control, and (y) the date Executive receives health, dental and vision coverage through another policy will receive a single lump sum cash payment an amount equal to [ ] months of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and Base Salary;
(iii) shall commence on payment to Executive, in a single lump sum cash payment equal Executive’s Annual Performance Bonus for the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following partial calendar year in which the date of termination occurs (prorated based on the number of days in the calendar year following in which the year date of termination occurs, through the date of termination); provided, then such payments however that if the date of termination occurs within 12 months of a Change in Control, the Company instead shall commence no earlier than January 1 of such subsequent calendar year. The first pay Executive, in a single lump sum cash payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the earned and unpaid portion of Executive’s last day prior year Annual Target Bonus, at 100% attainment, plus Executive’s Annual Target Bonus for the calendar year in which the date of employment if such deferral had not been required.termination occurs, also paid at 100% attainment; and
Appears in 1 contract
Without Cause or by Executive for Good Reason. If the Company terminates the (i) The Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, Executive shall be able to terminate his employment for “Good Reason” following the occurrence of any of the following:
(A) a failure of the Company to continue Executive in his current position or other substantially similar or more senior position;
(B) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority;
(C) a failure of the Company to make any material payment or provide any material benefit under the Agreement;
(D) a material breach by the Company of the Agreement or any option agreement between Executive and the Company; or
(E) the Company relocates Executive’s primary place of employment to a place outside of the 75-mile radius of Executive’s current primary place of employment (it being understood that neither a temporary work assignment nor travel on the Company’s business shall constitute such a relocation); provided that the occurrence of any of the foregoing events (A), (B), (C), (D) or (E) shall only constitute Good Reason if the Company fails to cure such event within 30 days after receipt from Executive terminates of written notice of such occurrence; provided, further, that Good Reason shall cease to exist following the later of 30 days following its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to receive from the followingCompany:
(iA) the Accrued Obligations;Rights; and
(iiB) payment subject to Executive’s continued compliance with the provisions of Sections 7 and 8, and upon execution of the Executive’s then-existing Base Salary over a period of six (6) “Release” within 60 days after receipt, which shall be delivered to Executive within 10 days following the termination dateof Executive’s employment and which shall be substantially in the form attached hereto as Exhibit G:
(1) equal, subject to ordinary withholdings or substantially equal, payments totaling, in the aggregate, 200% of the sum of the Base Salary and the Target Bonus, which shall be payable in accordance with the Company’s standard normal payroll practicespractices over the twenty-four month period commencing on the date of termination, provided that the first payment shall be made on the seventy-fifth day following the termination of Executive’s employment and shall include any amounts that would have otherwise been due prior to such seventy-fifth day and each equal payment under this Section 6(c)(iii)(B)(1) shall be treated as a separate payment for purposes of Section 409A of the Code; and
(iii2) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following a prorated Annual Bonus for the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment which shall be in an amount equal based on year to date financial performance of the total amount Company and which will be payable when such Annual Bonus would have otherwise been paid pursuant to which Executive would otherwise have been entitled during the period following the Section 3 of this Agreement had Executive’s last day employment not terminated.
(iv) Following termination of Executive’s employment if such deferral had not been requiredby the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive for Good Reason, and except as set forth in Section 6(c)(iii) directly above, Executive shall have no further rights to any compensation or any other benefits under this Agreement; provided that Executive’s rights with respect to Executive’s equity participation with the Company or any of its Affiliates shall be governed solely by the Equity Documents.
Appears in 1 contract
Without Cause or by Executive for Good Reason. If the Company terminates the (i) The Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason.
(ii) For purposes of this Agreement, Executive shall be able to terminate his employment for “Good Reason” following the occurrence of any of the following:
(A) a failure of the Company to continue Executive in his current position or other substantially similar or more senior position;
(B) a material diminution in the nature or scope of Executive’s responsibilities, duties or authority;
(C) a failure of the Company to make any material payment or provide any material benefit under the Agreement;
(D) a material breach by the Company of the Agreement or any option agreement between Executive and the Company; or
(E) the Company relocates Executive’s primary place of employment to a place outside of the 75-mile radius of Executive’s current primary place of employment (it being understood that neither a temporary work assignment nor travel on the Company’s business shall constitute such a relocation); provided that the occurrence of any of the foregoing events (A), (B), (C), (D) or (E) shall only constitute Good Reason if the Company fails to cure such event within 30 days after receipt from Executive terminates of written notice of such occurrence; provided, further, that Good Reason shall cease to exist following the later of 30 days following its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to receive from the followingCompany:
(iA) the Accrued Obligations;Rights; and
(iiB) payment subject to Executive’s continued compliance with the provisions of Sections 7 and 8, and upon execution of the Executive’s then-existing Base Salary over a period of six (6) “Release” within 60 days after receipt, which shall be delivered to Executive within 10 days following the termination dateof Executive’s employment and which shall be substantially in the form attached hereto as Exhibit B:
(1) equal, subject to ordinary withholdings or substantially equal, payments totaling, in the aggregate, 200% of the sum of the Base Salary and the Target Bonus, which shall be payable in accordance with the Company’s standard normal payroll practicespractices over the twenty-four month period commencing on the date of termination, provided that the first payment shall be made on the seventy-fifth day following the termination of Executive’s employment and shall include any amounts that would have otherwise been due prior to such seventy-fifth day; and
(iii2) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following a prorated Annual Bonus for the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment which shall be in an amount equal based on year to date financial performance of the total amount Company and which will be payable when such Annual Bonus would have otherwise been paid pursuant to which Executive would otherwise have been entitled during the period following the Section 3 of this Agreement had Executive’s last day employment not terminated.
(iv) Following termination of Executive’s employment if such deferral had not been requiredby the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive for Good Reason, and except as set forth in Section 6(c)(iii) directly above, Executive shall have no further rights to any compensation or any other benefits under this Agreement; provided that Executive’s rights with respect to Executive’s equity participation with the Company or any of its affiliates shall be governed solely by the Equity Documents.
Appears in 1 contract
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing to the Company and not revoking a waiver of claims in a form satisfactory to the Company (the “Release”) within 60 30 days following the date of termination, (provided, that if the 60th 30th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Executive shall be entitled to the following:
(i) the Accrued Obligations;
(ii) payment of the Executive’s then-existing Base Salary over a period of six (6) months following the termination date, subject to ordinary tax withholdings in accordance with the Company’s standard payroll practices;
(iii) payment to the Executive, in a single lump sum cash payment on the 30th day following the date of termination an amount equal to the earned and unpaid portion of the Executive’s prior year Annual Performance Bonus plus the pro rata portion, paid at 100% attainment, of the Executive’s Annual Performance Bonus for the partial calendar year in which the date of termination occurs (prorated based on the number of days in the calendar year in which the date of termination occurs, through the date of termination); provided, however that if the date of termination occurs on or within 12 months following a Change in Control Event, the Company instead shall pay the Executive, in a single lump sum cash payment on the 30th day following the Date of Termination, an amount equal to the earned and unpaid portion of the Executive’s prior year Target Bonus, at 100% attainment, plus the Executive’s Target Bonus for the calendar year in which the Date of Termination occurs, also paid at 100% attainment;
(iv) Equity Acceleration; Termination Without Cause or Termination by the Executive for Good Reason not in connection with a Change in Control. The unvested portion of all of Executive’s then Board approved equity grants that would vest on a straight-line basis from the date of grant to a date twelve (12) months from the date of Executive’s termination will immediately vest prior to Executive’s termination and become immediately exercisable. The options will remain exercisable, to the extent applicable, following the date of termination for a period of eighteen (18) months. If the price of any option has not been set as of the date of acceleration, the price will be set equal to the fair value at the grant date as determined in the documented good faith discretion of the Board;
(v) Equity Acceleration, Change in Control; In the event of a Change in Control Event, then all unvested and outstanding Company equity-based awards shall become fully vested and exercisable immediately prior to the consummation of the Change in Control Event; and
(iiivi) until the earliest to occur of (x) the expiration of twelve (12) months following the Termination Date, and ; or (y) the date Executive receives similar or better health, dental and vision coverage through another employer’s policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment of the portion of the Executive’s premiums on the same terms that existed prior to Executive’s termination; provided that if such payment of premiums would otherwise violate the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll period following the date the Release becomes effective and irrevocable; provided, however, that if the 60th day following the date of termination occurs in the calendar year following the year of termination, then such payments shall commence no earlier than January 1 of such subsequent calendar year. The first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been required.
Appears in 1 contract
Without Cause or by Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or if the Executive terminates employment for Good Reason, then upon the Executive’s furnishing prior to the Company and not revoking a waiver expiration of claims in a form satisfactory to the Company Term under Paragraph 7(c) or (f), Executive shall receive the “Release”) within 60 days following the date of termination, (provided, that if the 60th day falls in the calendar year following the year during which the termination or separation from service occurred, then the payments will commence in such subsequent calendar year; provided further that if such payments commence in such subsequent year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since Executive’s separation from service) the Accrued Obligations. Executive also shall be entitled to receive the following:
(i) severance pay in an amount equal to 200% of Executive’s Base Salary in effect on the Accrued Obligationsdate Executive’s employment is terminated (the “Severance Payment”);
(ii) payment 200% of the annual compensation paid to Executive in the preceding year under the Incentive Plan in which Executive participates as of the date Executive’s then-existing Base Salary employment is terminated; plus, with respect to the Incentive Plan, a prorated portion (based on the number of calendar days that have elapsed during the year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive’s employment not been terminated) for the calendar year in which Executive’s employment is terminated; and
(iii) continue to receive life, disability, accident and group health and dental insurance benefits, at substantially the levels Executive was receiving immediately prior to Executive’s termination of employment, for a period of time expiring upon the earlier of: (1) the end of the period of eighteen (18) months following Executive’s Separation from Service, or (2) the day on which Executive becomes eligible to receive any substantially similar benefits under any plan or program of any other employer or source without being required to pay any premium with respect thereto. Company may satisfy the obligation to provide the health and dental insurance benefits pursuant to this Section 8(c)(iii) by either paying for or reimbursing Executive for the actual cost of COBRA coverage (and Executive shall cooperate with Company in all respects in securing and maintaining such benefits, including exercising all appropriate COBRA elections and complying with all terms and conditions of such coverage in a manner to minimize the cost). Similarly, Company will reimburse Executive for the cost of comparable coverage for all other insurance benefits that are not subject to the COBRA continuation rules. It will be Executive’s responsibility to procure such benefits and Company will promptly reimburse Executive for the premiums for such benefits in the specified amount upon Executive’s submission of an invoice or other acceptable proof of payment. Company’s obligation under this paragraph will cease with respect to a particular type of coverage when and if Executive becomes eligible to receive substantially similar coverage with a successor employer. Subject to Section 15 herein, the Severance Payment will be paid in equal installments over a period of six twenty four (624) following the termination date, subject to ordinary withholdings months in accordance with the Company’s standard payroll practices; and
regular paydays and commencing on the Company’s first regular payday that falls at least sixty (iii60) until the earliest to occur of (x) the expiration of twelve (12) months days following the Termination Date, and (y) the date Executive receives health, dental and vision coverage through another policy of insurance, and subject to Executive’s valid COBRA election, the Company shall make payment termination of the Executive’s premiums on the same terms that existed prior to Executive’s terminationemployment; provided that if such payment (i) Executive has timely executed (and not revoked) a general release and waiver of premiums would otherwise violate all claims in a form acceptable to the nondiscrimination rules or cause the coverage to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 Company (collectively, the “ActGeneral Release”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), these payments shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h). Notwithstanding the foregoing, the benefits described in subsections (ii) and (iii) shall commence on the first payroll any period following the date the of revocation applicable to such General Release becomes effective and irrevocablehas passed; provided, howeverfurther, that if the 60th day General Release shall be made available to Executive no later than five (5) days following the date of Executive’s termination occurs of employment under Sections 7(c) or (f) herein. As shall be further described in the calendar year General Release, Executive shall have either twenty-one (21) or forty-five (45) days following receipt of the General Release to consider its execution and seven (7) days following the year execution of terminationthe General Release to revoke it. If Executive fails to execute the General Release in a timely manner, then such payments shall commence no earlier or revokes the General Release, the benefits provided pursuant to this Section 8(c) (other than January 1 of such subsequent calendar year. The first payment shall the Accrued Obligations) will not be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the Executive’s last day of employment if such deferral had not been requireddue.
Appears in 1 contract
Samples: Executive Employment Agreement (Insight Enterprises Inc)
