Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates terminate Executive’s employment other than for Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment for Good Reason, then, subject to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the following: (i) the sum of (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder); (iii) an amount equal to the product of (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination; (iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination; (v) an amount equal to the product of (A) the sum of (x) 125% of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Termination, and (y) 125% of the monthly premium for coverage (based on the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the Date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period; (vi) in order to maintain flexibility, the vesting of any unvested Equity Awards held by Executive as of the Date of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); and (vii) to the extent not theretofore paid or provided, CapStar shall timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreement.
Appears in 8 contracts
Samples: Employment Agreement (CapStar Financial Holdings, Inc.), Employment Agreement (CapStar Financial Holdings, Inc.), Employment Agreement (CapStar Financial Holdings, Inc.)
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates terminate Executive’s employment other than for Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment for Good Reason, then, :
(i) subject to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”Section 11(i), CapStar shall pay to Executive in a lump sum in cash within 30 days after the followingDate of Termination the aggregate of the following amounts:
(iA) the sum of (AI) the portion of the Executive’s Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and paid; (BII) Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vi) but have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to Termination; and (III) Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination in accordance with occurs, if such bonus has been determined but not paid as of the applicable policy Date of CapStar Termination (the sum of the amounts described in clauses subclauses (AI), (II) and (B) shall be hereinafter referred to as III), the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty ; and (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iiiIV) an amount equal to the product of (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs Amount and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”) multiplied by (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, multiplied by the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clause (I) or (III), then for all purposes of this Section 5 (including Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (I) or (III), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below); and
(B) the amount equal to the product of (I) the Severance Multiple, multiplied by (II) the sum of (x) Executive’s Annual Base Salary and (y) the Annual Bonus Amount;
(ii) any equity-based awards held by Executive as of the Date of Termination shall vest in full (with any performance goals deemed satisfied at the target level) and shall be settled within thirty (30) days following the Date of Termination (or such later date as required by Section 409A of the Code); provided that if the plan or award agreement governing such equity-based award provides for more favorable treatment, the terms of such plan or award agreement shall apply (the “Equity Award Treatment”); and
(iii) an amount equal to Company’s and its Affiliates’ contributions under the tax-qualified defined contribution plan and any excess or supplemental defined contribution plans sponsored by CapStar or its Affiliates, in which Executive participates as of immediately prior to the Date of Termination (or, if more favorable to Executive, the plans as in effect immediately prior to the CIC Effective Date) (collectively, the “Savings Plans”) that Executive would receive if Executive’s employment continued for the Severance Period, assuming for this purpose that (A) Executive is fully vested in the right to receive employer contributions under such plans; (B) Executive’s compensation during each year of the Severance Period is equal to the Annual Base Salary and the Annual Bonus Amount, and such amounts are paid in equal installments ratably over each year of the Severance Period; (C) Executive received an Annual Bonus with respect to the year in which the Date of Termination occurs through equal to the Pro Rata Bonus, unless a contribution in respect of such Annual Bonus has already been credited to Executive under the Savings Plans; (D) the amount of any such employer contributions is equal to the maximum amount that could be provided under the terms of the applicable Savings Plans for the year in which the Date of TerminationTermination occurs (or, and if more favorable to Executive, or in the denominator event that as of which is 365, payable in a lump sum within sixty (60) days following the Date of TerminationTermination the amount of any such contributions for such year is not determinable, the amount of contribution that could be provided under the Savings Plans for the plan year ending immediately prior to the CIC Effective Date) for a participant whose compensation is as provided in clauses (B) and (C) above; and (E) to the extent that the employer contributions are determined based on the contributions or deferrals of Executive, disregarding Executive’s actual contributions or deferral elections as of the Date of Termination and assuming that Executive had elected to participate in the Savings Plans and to defer that percentage of Annual Base Salary and/or Annual Bonus under the Savings Plans that would result in the maximum possible employer contribution;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Termination, and (y) 125% of the monthly premium for coverage (based on the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the Date of TerminationTermination (or, if more favorable to Executive, the plans as in effect immediately prior to the CIC Effective Date), multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period;
(viv) in order to maintain flexibilityCapStar shall, at its sole expense as incurred, provide Executive with outplacement services the vesting scope and provider of any unvested Equity Awards held which shall be selected by Executive as in Executive’s sole discretion, but the cost thereof shall not exceed $25,000; provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”)Termination; and
(viivi) except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, CapStar and its Affiliates shall timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice or contract, provide to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, policy or practice or contract or agreement of CapStar or and its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). For ) in accordance with the avoidance terms of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, underlying plans or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementagreements.
Appears in 8 contracts
Samples: Change in Control Continuity Agreement (CapStar Financial Holdings, Inc.), Change in Control Continuity Agreement (CapStar Financial Holdings, Inc.), Change in Control Continuity Agreement (CapStar Financial Holdings, Inc.)
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, programas applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or a similar Company group health arrangement (the "Health Plan"), policycontinuation of such coverage for you and your dependents for a period ending on the 180th day following the second (2nd) anniversary of the date of termination, practice at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided further, however, that you or contract, your dependents' rights to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). For the avoidance of doubt, if applicable, any amount payable continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company's sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to you, for a period of up to twelve months, commencing on the date of termination. Notwithstanding the provisions of any reduction in compensation plan or agreement governing such an Award, the Company also will continue to vest all of your outstanding Awards that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall would have no further obligation to Executive under this Agreement.otherwise vested during the
Appears in 2 contracts
Samples: Employment Agreement (Trammell Crow Co), Employment Agreement (Trammell Crow Co)
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, program, policy, practice as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination a similar Company group health arrangement (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsHealth Plan”). For , continuation of such coverage for you and your dependents for a period ending on the avoidance 180th day following the second (2nd) anniversary of doubtthe date of termination, if applicableat the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any amount payable continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company’s sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 2 contracts
Samples: Employment Agreement (Trammell Crow Co), Employment Agreement (Trammell Crow Co)
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release and your resignation from the Board pursuant to Section 6(e) equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination; (C) the sum of (xi) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination (including any unpaid Annual Bonus payable to you pursuant to Section 4(c)(i)(D)) plus (ii) one-half of the dollar amount of your current Annual Bonus Target (or your Annual Bonus Target for the immediately preceding year if you resign for Good Reason as defined in the first clause (D) of Section 3(d)); and (D) the greater amount of (A) the Target any unpaid Annual Bonus Opportunity for that was awarded to you prior to the fiscal date of termination;
(ii) an amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other members of the Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which the Date termination of Termination occurs and your employment occurs;
(Biii) the average Accrued Investments and the Accrued Welfare Benefits, which amounts will be payable in accordance with the terms and conditions of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, Investment Plans and the denominator of which is 365Welfare Plans, payable in a lump sum within sixty (60) days following the Date of Terminationas applicable;
(iv) an amount equal if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or a similar Company group health arrangement (the “Health Plan”), continuation of such coverage for you and your dependents for a period ending on the 180th day following the second anniversary of the date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to the product Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (A) “COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section will terminate at the Severance Multiple multiplied by (B) time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following date the Date of Termination;Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) an amount equal to the product of (A) the sum of (x) 125% of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Termination, and (y) 125% of the monthly premium for coverage (based on the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the Date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period;
(vi) in order to maintain flexibility, the vesting of any unvested Equity Awards held by Executive as of the Date of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); and
(vii) to the extent not theretofore paid or provided, CapStar shall timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementall remaining unpaid Relocation Payments.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during If your employment is terminated by the Employment Period, (x) CapStar and its Affiliates terminate Executive’s employment other than for Company without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment by you for Good ReasonReason (taking into account in each such case the definition of Change in Control), then, subject to Executive’s execution within fifty (50) days following the Date in lieu of Terminationany other severance pay or benefits, and non-revocation, conditioned on the effectiveness of a release of claims in Release signed by you, the form attached as Exhibit A (the “Release”), CapStar shall Company will pay or provide to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the effective date of the Release equal to the aggregate of the following amounts: (A) the Accrued Obligations; (B) an amount equal to two and one-half (2.5) multiplied by the sum of (Ax) the portion of the highest Annual Base Salary due to which you were entitled during the twelve months immediately preceding the date of termination, and (y) the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the period through three years preceding termination (or the Date three years preceding the year to which the Annual Bonus in question relates if you resign for Good Reason as defined in the second clause (C)(ii) of Termination Section 3(d)), plus (ii) one-half of the product of your current Annual Bonus Target (or your Annual Bonus Target for the immediately preceding year if you resign for Good Reason as defined in the second clause (C)(i) of Section 3(d)), multiplied by the amount of your Annual Base Salary for the calendar year in which your employment is terminated (or the highest Annual Base Salary to which you were entitled during the extent not theretofore paid and twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the second clause (B) Executive’s business expenses of Section 3(d)); and (C) the amount of any unpaid Annual Bonus that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive was awarded to you prior to the Date date of Termination in accordance with termination; provided, however, that if the applicable policy of CapStar Company fails to make such lump sum payment when due and such failure continues for ten (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (6010) days following notice of nonpayment to the Date Company, the amount of Terminationthe payment the Company is obligated to make pursuant to this Section 5(c)(i) shall automatically be increased by twenty-five percent (25%);
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to Accrued Investments and the Date of Termination (the “Unpaid Annual Bonus”)Accrued Welfare Benefits, which Unpaid Annual Bonus shall amounts will be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid payable in accordance with the applicable deferral arrangement terms and any election thereunder)conditions of the Investment Plans and the Welfare Plans, as applicable;
(iii) an amount a cash lump sum within thirty (30) days after the effective date of the Release equal to the sum of (1) the unvested portion of your Matching Contribution Account under the Company’s Retirement Savings Plan, plus (2) the product of (x) the greater of two and one-half (A2.5) multiplied times (y) the Target Annual Bonus Opportunity Matching Contribution you received for the fiscal calendar year ended prior to the calendar year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive Change in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of TerminationControl occurs;
(iv) an amount equal if you are entitled on the date of termination to coverage under the product healthcare portion of (A) the Severance Multiple multiplied by (B) Health Plan, continuation of such coverage for a period ending on the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days 180th day following the Date second (2nd) anniversary of Terminationthe date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to such termination. Provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to COBRA. Provided further, that you or your dependents’ rights to continued health care coverage pursuant to this Section will terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan;
(v) an amount equal to your Pro Rata Bonus, which will be paid at such time as the product Company pays its other members of the Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination occurs; and
(vi) upon your request and at the Company’s sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to you, for a period of up to twelve months, commencing on the effective date of the Release. Notwithstanding the provisions of any plan or agreement governing such an Award and without limiting Section 2(c), (A) the sum Company will also continue to vest all of your outstanding Awards granted on or after a Change in Control that would have otherwise vested during the eighteen (x18) 125% month period beginning on the date of the monthly premiums for coverage under CapStar’s or termination and its Affiliates’ health care plans for purposes such Awards will continue to vest and, if applicable, be exercisable during such eighteen (18) month period and (B) all of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of your outstanding Awards that are vested immediately prior to the Date date of Terminationtermination shall be exercisable during the eighteen (18) month period beginning on the date of termination; provided, and (y) 125% however, that nothing set forth herein shall result in an extension of the monthly premium for coverage (based on term of any Award beyond the rate paid by CapStar and its Affiliates for active employees) under term of the life insurance plans Award that would be applicable absent any termination of CapStar and its Affiliatesyour employment; provided, further, however, that, in each casethe case of a termination of your employment pursuant to this Section 5(c), based on the plans and at the levels of participation in which Executive participates as of immediately prior to the Date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period;
(vi) in order to maintain flexibility, the vesting of any unvested Equity Awards held by Executive as of the Date of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); and
(vii) to the extent not theretofore paid or provided, CapStar shall timely pay or provide, in accordance with if the terms of the applicable planplan or agreement governing such Award are more favorable to you as to vesting or exercisability than the terms of this paragraph, programthen the more favorable term(s) of such Award agreement or plan (in lieu of the corresponding less favorable term(s) in this paragraph) shall govern the vesting or exercisability, policy, practice or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)case may be, of such Award upon your termination. For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than Except as set forth described in this Section 6(a5(c), in the event of a your termination of Executive’s employment by CapStar us without Cause or by you for Good Reason (other than due to death or Disabilitytaking into account in each such case the definition of Change in Control), CapStar and its Affiliates shall have no further obligation you will forfeit all rights to Executive under this Agreementany other compensation.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Periodtermination; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period(D) all remaining unpaid Relocation Payments;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, program, policy, practice as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination a similar Company group health arrangement (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsHealth Plan”). For , continuation of such coverage for you and your dependents for a period ending on the avoidance 180th day following the second (2nd) anniversary of doubtthe date of termination, if applicableat the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any amount payable continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company’s sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and twenty-five one hundredths (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.25) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, program, policy, practice as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination a similar Company group health arrangement (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsHealth Plan”). For , continuation of such coverage for you and your dependents for a period ending on the avoidance 180th day following the second (2nd) anniversary of doubtthe date of termination, if applicableat the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any amount payable continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company’s sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during If your employment is terminated by the Employment Period, (x) CapStar and its Affiliates terminate Executive’s employment other than for Company without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment by you for Good ReasonReason (taking into account in each such case the definition of Change in Control), then, subject to Executive’s execution within fifty (50) days following the Date in lieu of Terminationany other severance pay or benefits, and non-revocation, conditioned on the effectiveness of a release of claims in Release and your resignation from the form attached as Exhibit A (Board signed by you, the “Release”), CapStar shall Company will pay or provide to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release and your resignation from the Board pursuant to Section 6(e) equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination (or the three years preceding the year to which the Annual Bonus in question relates if you resign for Good Reason as defined in the second clause (C)(ii) of Section 3(d)), including any unpaid Annual Bonus payable to you pursuant to Section 4(c)(i)(D)) plus (ii) one-half of the monthly premium dollar amount of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the second clause (based on C)(i) of Section 3(d)); and (D) the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans amount of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable Investment Plans and the Welfare Plans, as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Health Plan, continuation of such coverage for you and your dependents for a period ending on the 180th day following the second anniversary of the date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to COBRA; provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section will terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, program, policy, practice or contract, and will also terminate as of the date the Company ceases to Executive any other amounts or benefits required provide coverage to be paid or provided or that Executive is eligible to receive its senior executives generally under any plansuch Health Plan; and
(v) all remaining unpaid Relocation Payments. Notwithstanding the provisions of any plan or agreement governing such an Award and without limiting Section 2(d), program, policy, practice (A) the Company will also continue to vest all of your outstanding Awards granted on or contract after a Change in Control that would have otherwise vested during the twelve (12) month period beginning on the date of CapStar or its Affiliates through the Date of Termination (termination and such other amounts and benefits shall be hereinafter referred Awards will continue to as the “Other Benefits”). For the avoidance of doubtvest and, if applicable, be exercisable during such twelve (12) month period and (B) all of your outstanding Awards that are vested immediately prior to the date of termination shall be exercisable during the twelve (12) month period beginning on the date of termination; provided, however, that nothing set forth herein shall result in an extension of the term of any amount payable Award beyond the term of the Award that would be applicable absent any termination of your employment; provided, further, however, that, in the case of a termination of your employment pursuant to this Section 6(a5(c), if the terms of the plan or agreement governing such Award are more favorable to you as to vesting or exercisability than the terms of this paragraph, then the more favorable term(s) of such Award agreement or plan (in lieu of the corresponding less favorable term(s) in this paragraph) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination govern the vesting or exercisability, as the case may be, of employment for Good Reasonsuch Award upon your termination. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than Except as set forth described in this Section 6(a5(c), in the event of a your termination of Executive’s employment by CapStar us without Cause or by you for Good Reason (other than due to death or Disabilitytaking into account in each such case the definition of Change in Control), CapStar and its Affiliates shall have no further obligation you will forfeit all rights to Executive under this Agreementany other compensation.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable Investment Plans and the Welfare Plans, as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or a similar Company group health arrangement (the “Health Plan”), continuation of such coverage for you and your dependents for a period ending on the 180th day following the second (2nd) anniversary of the date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section will terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, program, policy, practice or contract, and will also terminate as of the date the Company ceases to Executive any other amounts or benefits required provide coverage to be paid or provided or that Executive is eligible to receive its senior executives generally under any plansuch Health Plan; and
(v) upon your request and at the Company’s sole cost and expense, programyour enrollment in an outplacement program with a placement agency selected by the Company, policyand reasonably acceptable to you, practice for a period of up to twelve months, commencing on the date of termination. Notwithstanding the provisions of any plan or contract agreement governing such an Award, the Company also will continue to vest all of CapStar or its Affiliates through your outstanding Awards that would have otherwise vested during the Date eighteen (18) month period beginning on the date of Termination (termination and such other amounts and benefits shall be hereinafter referred Awards will continue to as the “Other Benefits”). For the avoidance of doubtvest and, if applicable, any amount payable pursuant to this Section 6(abe exercisable during such eighteen (18) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreement.month
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by termination; and (BD) the number of months in the Severance Period; and subject to Executive’s payment amount of any applicable premiums, unpaid 2004 Houston Development Incentive to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodwhich you are entitled;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, program, policy, practice as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination a similar Company group health arrangement (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsHealth Plan”). For , continuation of such coverage for you and your dependents for a period ending on the avoidance 180th day following the second (2nd) anniversary of doubtthe date of termination, if applicableat the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any amount payable continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company’s sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release and your resignation from the Board pursuant to Section 6(e) equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of one and one-half (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”1.5) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, program, policy, practice as applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination a similar Company group health arrangement (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsHealth Plan”). For , continuation of such coverage for you and your dependents for a period ending on the avoidance 180th day following the second (2nd) anniversary of doubtthe date of termination, if applicableat the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any amount payable continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided further, however, that you or your dependents’ rights to continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company’s sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of two (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”2) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination, plus (ii) one-half of the monthly premium product of your current Annual Bonus Target (or your Annual Bonus Target for coverage the immediately preceding year if you resign for Good Reason as defined in the first clause (based on D) of Section 3(d)), multiplied by the rate paid by CapStar and its Affiliates amount of your Annual Base Salary for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation calendar year in which Executive participates your employment is terminated (or the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination if you resign for Good Reason as defined in the first clause (C) of immediately Section 3(d)); and (C) the amount of any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) in order an amount equal to maintain flexibilityyour Pro Rata Bonus, which will be paid at such time as the vesting of any unvested Equity Awards held by Executive as Company pays its other members of the Date Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which termination of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, programas applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or a similar Company group health arrangement (the "Health Plan"), policycontinuation of such coverage for you and your dependents for a period ending on the third (3rd) anniversary of the date of termination, practice at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); provided further, however, that you or contract, your dependents' rights to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). For the avoidance of doubt, if applicable, any amount payable continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company's sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum effective date of the Release and your resignation from the Board pursuant to Section 6(e) equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of termination; (C) the sum of (xi) one-half of your average (mean) Annual Bonus awarded to you for the three years preceding termination (including any unpaid Annual Bonus payable to you pursuant to Section 4(c)(i)(D)) plus (ii) one-half of the dollar amount of your current Annual Bonus Target (or of your Annual Bonus Target for the immediately preceding year if you resign for Good Reason as defined in the first clause (D) of Section 3(d)); and (D) the greater amount of (A) the Target any unpaid Annual Bonus Opportunity for that was awarded to you prior to the fiscal date of termination;
(ii) an amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other members of the Executive Officer Committee their annual cash incentive bonuses with respect to the calendar year in which the Date termination of Termination occurs and your employment occurs;
(Biii) the average Accrued Investments and the Accrued Welfare Benefits, which amounts will be payable in accordance with the terms and conditions of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, Investment Plans and the denominator of which is 365Welfare Plans, payable in a lump sum within sixty (60) days following the Date of Terminationas applicable;
(iv) an amount equal if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or a similar Company group health arrangement (the "Health Plan"), continuation of such coverage for you and your dependents for a period ending on the 180th day following the second anniversary of the date of termination, at the active employee cost payable by you with respect to those costs paid by you prior to your termination; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to the product Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (A) "COBRA"); provided further, however, that you or your dependents' rights to continued health care coverage pursuant to this Section will terminate at the Severance Multiple multiplied by (B) time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following date the Date of Termination;Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) an amount equal to the product of (A) the sum of (x) 125% of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Termination, and (y) 125% of the monthly premium for coverage (based on the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately prior to the Date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Period;
(vi) in order to maintain flexibility, the vesting of any unvested Equity Awards held by Executive as of the Date of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); and
(vii) to the extent not theretofore paid or provided, CapStar shall timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice or contract, to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). For the avoidance of doubt, if applicable, any amount payable pursuant to this Section 6(a) shall be determined without regard to any reduction in compensation that resulted in Executive’s termination of employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementall remaining unpaid Relocation Payments.
Appears in 1 contract
Without Cause; Resignation for Good Reason. If, during the Employment Period, (x) CapStar and its Affiliates If we terminate Executive’s your employment other than for without Cause and other than due to Executive’s death or Disability, or (y) Executive terminates employment you resign for Good Reason, then, subject then we will pay or provide to Executive’s execution within fifty (50) days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (the “Release”), CapStar shall pay to Executive the followingyou:
(i) a cash lump sum within thirty (30) days after the sum date of termination equal to the aggregate of the following amounts: (A) the portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid and Accrued Obligations; (B) Executive’s business expenses that have not been reimbursed by CapStar as of the Date of Termination that were incurred by Executive prior to the Date of Termination in accordance with the applicable policy of CapStar (the sum of the amounts described in clauses (A) and (B) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid as soon as practicable following the Date of Termination, but in any event within sixty (60) days following the Date of Termination;
(ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of CapStar that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash within sixty (60) days following the Date of Termination (other than any portion of such Unpaid Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder);
(iii) an amount equal to the product of two (x) the greater of (A) the Target Annual Bonus Opportunity for the fiscal year in which the Date of Termination occurs and (B) the average of the annual bonuses paid or payable to Executive in respect of the last three full fiscal years prior to the Date of Termination (or, if Executive was first employed by CapStar after the beginning of the earliest of such three fiscal years, the average of the bonuses paid or payable under such plan(s) in respect of the fiscal years ending before the Date of Termination during which Executive was employed by CapStar, with such bonus being annualized with respect to any such fiscal year if Executive was not employed by CapStar for the whole of such fiscal year) (such greater amount, the “Annual Bonus Amount”2) multiplied by (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination;
(iv) an amount equal to the product of (A) the Severance Multiple multiplied by (B) the Annual Base Salary and Annual Bonus Amount, which shall be paid in a lump sum within sixty (60) days following the Date of Termination;
(v) an amount equal to the product of (A) the sum of (x) 125% the highest Annual Base Salary to which you were entitled during the twelve months immediately preceding the date of the monthly premiums for coverage under CapStar’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the maximum level of coverage in effect for Executive and Executive’s dependents as of immediately prior to the Date of Terminationtermination, and (y) 125% the sum of (i) one-half your average (median) Annual Bonus over the monthly premium for coverage three years preceding termination plus (based on ii) one-half your current Annual Bonus Target; and (C) the rate paid by CapStar and its Affiliates for active employees) under the life insurance plans amount of CapStar and its Affiliates, in each case, based on the plans and at the levels of participation in which Executive participates as of immediately any unpaid Annual Bonus that was awarded to you prior to the Date date of Termination, multiplied by (B) the number of months in the Severance Period; and subject to Executive’s payment of any applicable premiums, to the extent administratively practicable, CapStar shall permit Executive and Executive’s spouse and dependents to continue to participate, at their own cost, in such health care plans during the Severance Periodtermination;
(viii) an amount equal to your Pro Rata Bonus, which will be paid at such time as the Company pays its other senior executives their annual cash incentive bonuses with respect to the calendar year in order to maintain flexibility, the vesting which termination of any unvested Equity Awards held by Executive as of the Date of Termination shall be determined in discussion with the Board and Executive considering the circumstances of the termination, it being understood that such treatment shall not be less favorable to Executive than that provided by the applicable plan and award agreements (the “Equity Award Treatment”); andyour employment occurs;
(viiiii) to the extent not theretofore paid or providedAccrued Investments and the Accrued Welfare Benefits, CapStar shall timely pay or provide, which amounts will be payable in accordance with the terms and conditions of the applicable planInvestment Plans and the Welfare Plans, programas applicable;
(iv) if you are entitled on the date of termination to coverage under the healthcare portion of the Xxxxxxxx Xxxx and Associated Companies Welfare Benefits Plan or a similar Company group health arrangement (the "Health Plan"), policycontinuation of such coverage for you and your dependents for a period ending on the third (3rd) anniversary of the date of termination, practice or contractat the active employee cost payable by you with respect to those costs paid by you prior to your termination. Provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that you and your dependents may have pursuant to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any planthe Consolidated Omnibus Budget Reconciliation Act of 1985, program, policy, practice or contract of CapStar or its Affiliates through the Date of Termination as amended (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”"COBRA"). For the avoidance of doubtProvided further, if applicable, any amount payable that you or your dependents' rights to continued health care coverage pursuant to this Section 6(awill terminate at the time you or your dependents become covered, as described in COBRA, under another group health plan, and will also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Health Plan; and
(v) shall be determined without regard upon your request and at the Company's sole cost and expense, your enrollment in an outplacement program with a placement agency selected by the Company, and reasonably acceptable to any reduction in compensation that resulted in Executive’s termination you, for a period of employment for Good Reason. If Executive does not execute up to twelve months, commencing on the Release within fifty (50) days following the Date date of Termination, or if Executive revokes the Release, Executive shall be entitled to only the compensation and benefits contemplated by Sections 6(a)(i) and (vii). Other than as set forth in this Section 6(a), in the event of a termination of Executive’s employment by CapStar without Cause (other than due to death or Disability), CapStar and its Affiliates shall have no further obligation to Executive under this Agreementtermination.
Appears in 1 contract
