Common use of Xxxxxxxxx Benefits Clause in Contracts

Xxxxxxxxx Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: (i) Two times Executive’s annualized base salary as of Executive’s Termination. (ii) Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive. (iii) $12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination. (iv) Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. The Severance Benefits in Sections 4.B.(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs.

Appears in 4 contracts

Samples: Employment Agreement (Unitedhealth Group Inc), Employment Agreement (Unitedhealth Group Inc), Employment Agreement (Unitedhealth Group Inc)

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Xxxxxxxxx Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: (i) i. Two times Executive’s annualized base salary as of Executive’s Termination. (ii) . Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive. (iii) . $12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination. (iv) . Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. The Severance Benefits in Sections 4.B.(i)-(ii) 4.B.i.-ii. will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) 4.B.i.-ii. shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs.

Appears in 2 contracts

Samples: Employment Agreement (Unitedhealth Group Inc), Employment Agreement (Unitedhealth Group Inc)

Xxxxxxxxx Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: (i) Two times Executive’s 's annualized base salary as of Executive’s 's Termination. (ii) Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s 's target incentive. (iii) $12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination. (iv) Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. The Severance Benefits in Sections 4.B.(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on cm the regular payroll cycle over the 24-month period following Executive’s 's Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s 's Termination (the "Starting Date''), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s 's Termination. Executive’s 's entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a "Specified Employee" (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s 's Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes "Deferred Compensation" (within the meaning of Section 409A), . such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s 's Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s 's Termination occurs.

Appears in 1 contract

Samples: Employment Agreement (Unitedhealth Group Inc)

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Xxxxxxxxx Benefits. Subject to Section 4.C, Executive shall will be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A aboveUnitedHealth Group terminates Executive’s employment without Cause: (i1) Two times Executive’s annualized base salary as of Executive’s Terminationtermination date. (ii2) Any Two times the average of the total of any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times the greater of (i) Executive’s target incentive, or (ii) the most recent year’s annual bonus after the first anniversary of this Agreement. (iii3) $12,000 lump sum payment, minus applicable deductions, payment to offset costs of COBRA, which amount will be paid within 60 days following Termination. (iv4) Outplacement services to be provided (x) at a level consistent with those provided to similarly situated executives provided by through an outplacement firm selected by UnitedHealth Group or (y) through an outplacement firm selected by Executive and paid by UnitedHealth Group, up to a maximum expenditure of $20,000. The Severance Benefits Subject to the provisions of Internal Revenue Code Section 409A, as amended (“Section 409A”), all payments in Sections 4.B.(i)-(ii(1)-(2) above will be paid out, minus less applicable deductions, including deductions for tax withholding, in equal and will be paid bi-weekly payments on the regular payroll cycle over the 24two-month year Severance Period, beginning with the next payroll period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date immediately following the expiration of such six-any rescission or revocation period that is provided in the separation and release agreement described in Section 4.C. Payment of any Severance Benefits not excepted from Section 409A will begin in the seventh month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delayExecutive’s separation from UnitedHealth Group. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid will conclude on or payable after, before December 31 of the second calendar taxable year following the year in which Executive’s Termination occursExecutive separates from UnitedHealth Group. Executive and UnitedHealth Group agree that this Section 4 will not have the effect of extending the vesting period of any equity awards granted prior to the Effective Date, and that the extended vesting, if any, of any equity award granted on or after the Effective Date will be governed by the terms of the grant certificate agreement pursuant to which the award is granted.

Appears in 1 contract

Samples: Employment Agreement (Unitedhealth Group Inc)

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