Additional Payments and Benefits. The Executive shall also be entitled to receive:
(i) a lump-sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans, (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto;
(ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);
(iii) continued medical, dental, vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and
(iv) all other accrued or vested benefits and any c...
Additional Payments and Benefits. Executive shall be entitled to the amounts and benefits set forth on Exhibit A, subject to the terms and conditions thereof.
Additional Payments and Benefits. Provided that the Executive has not revoked the release contained in Section 9 hereof, and provided that the Executive complies with Sections 6 and 7 hereof and complies in all material respects with Section 13 hereof, the Company shall make the payments and provide the benefits set forth in this Section 3, it being understood that if the Executive fails to comply with Section 6 or 7 hereof or fails to comply with Section 13 hereof in any material respect and if such failure is not intentional, the Executive shall have 30 days to cure such failure, to the extent that such failure is subject to cure, and if the Executive effects such cure within such 30-day period, the Company's obligations pursuant to this Section 3 shall not be affected by such failure:
(a) As soon as reasonably practicable following the Employment Termination Date, the Company shall pay to the Executive the amount determined by subtracting the amount payable pursuant to Section 2(b)(ii) hereof from the amount the Executive would have received under the Company's Capital Accumulation Plans if the balance were compounded at 12% per annum;
(b) During the period commencing on January 1, 2002 and ending December 31, 2002, Company shall pay to the Executive the aggregate amount of $235,000, payable in twelve equal monthly installments in accordance with the Company's retirement payroll practices;
(c) Company shall pay to the Executive, in October, 2002, a pro-rata share of his target bonus for fiscal year 2002 in a lump sum equal to $26,438.
(d) All stock options granted to the Executive prior to January 1, 2001, which shall be outstanding on the Employment Termination Date and shall not have become exercisable, shall become exercisable in full, effective as of the Employment Termination Date, and the agreement relating to each stock option granted to the Executive and outstanding on the date hereof shall be amended to provide that the period during which such stock option may be exercised shall end on the date which is 90 days following the Employment Termination Date or on the date of expiration of such stock option, whichever occurs first, and each such stock option shall expire if not exercised prior to such date; and
(e) The Company shall, for a period of one year from the date of the Employment Termination Date and at its sole expense, not to exceed 15% of base salary, provide the Executive with outplacement services, the scope and provider of which shall be selected by the Executive.
Additional Payments and Benefits. The Executive shall also be entitled to:
(i) a lump sum cash payment equal to the sum of (A) the Executive's accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company's annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination), and (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive's rights thereto; and
(ii) an annual benefit under the Company's Amended and Restated Supplemental Executive Retirement Plan (the "SERP"), calculated based on the Executive's actual full years of service with an Employer (excluding, in the case of an Employer that is a subsidiary of the Company, any service prior to such Employer becoming a subsidiary of the Company), but in no event less than 5 years of service or more than 10 years of service, and unreduced for early retirement thereunder; provided, however, that this provision does not entitle the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the contemplated Change in Control; and
(iii) unless otherwise provided under the Key Man Supplemental Medical Plan, continued medical, dental, vision, and life insurance coverage (excluding accident, death, and disability insurance) for the Executive and the Executive's eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect prior to the Change in Control or the Executive's Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the third anniversary of the date of the Executive's Termination and (B) the commencement of comparable coverage by the Executive with a subsequent employer; and
(iv) all other accrued or vested benefits in accordance with the terms of the applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination; provided, however, that with respect to th...
Additional Payments and Benefits. The Executive shall also be entitled to receive:
Additional Payments and Benefits. All capitalized terms used but not defined in this Schedule 2 have the meanings given to them elsewhere in the Agreement.
Additional Payments and Benefits. This Section 2(c) shall apply to the extent any benefits due to the Executive under Section 2(a) were limited or reduced due to the requirements of Section 2(b) above.
(i) Any benefit or payment otherwise due under Sections 2(a)(i), (ii) or (iv), which was limited or reduced due to the requirements of Section 2(b), shall be paid to the Executive on the later of the payment date specified under Section 2(a) or the first day of the seventh month following the Termination Date.
(ii) To the extent Executive received benefits under Section 2(a)(iii) above, which were limited due to the application of Section 2(a)(iii)(C), the Company’s (or Successor’s) obligation to provide access to medical and/or dental coverage shall continue until the earlier of the dates provided in Section 2(a)(iii)(A) or (B) and the following additional provisions will apply:
(A) Executive shall pay the full premiums or costs, as determined by the Company, for such coverage to the Company on an after-tax basis, and
(B) The Company (or Successor) shall pay to Executive, on a monthly basis, an additional cash amount equal to the monthly COBRA rate in effect for such coverage at Executive’s Termination Date.
Additional Payments and Benefits. (a) Provided that the Executive has not revoked the general release contained in Section 5 hereof and has not materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period), the Company shall make the payments and provide the benefits set forth in this Section 3(a).
(i) During the period commencing as of the date next following the Effective Date and ending October 31, 2005 (the "Severance Period"), the Company shall pay to the Executive, in accordance with the Company's regular payroll practices, amounts equal to the Executive's base salary in effect immediately prior to the Effective Date, at an annual rate of $312,000 per year, as adjusted each April 1st in accordance with increases in the Consumer Price Index from the previous calendar year for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100.
(ii) Notwithstanding the death, retirement, resignation, or termination of employment contemplated hereby, each stock option granted to the Executive to purchase shares of common stock, par value $.01, of Tupperware ("Tupperware Common Stock") pursuant to the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock option plan adopted by Tupperware (each, a "Tupperware Plan") shall:
(A) to the extent vested as of the Effective Date, be exercisable and remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive; and
(B) to the extent not fully vested as of the Effective Date, continue to vest in accordance with the vesting schedule contained in the applicable stock option agreement as if the Executive were still employed by Tupperware, become non-forfeitable and exercisable when vested and thereafter remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and...
Additional Payments and Benefits. If a Severance Event occurs, then, subject to the provisions hereof, including, without limitation, Section 4 below, Executive will be entitled to receive the following payments and benefits:
(i) a cash severance payment (the “Severance Payment”) equal to the product of 2.0 multiplied by the sum of (1) Executive’s annual rate of salary in effect immediately prior to the Termination Date (or, if greater, the rate in effect as of the beginning of the year preceding the year in which the Termination Date occurs), plus (2) the amount of Executive’s target bonus opportunity for the fiscal year in which the Termination Date occurs (or, if there is no target bonus for such year, the amount of the bonus earned by Executive for the immediately preceding year), which Severance Payment shall be payable ratably for a period of 24 months following such termination of employment as if it were salary payable in accordance with the Company’s normal payroll practices, subject to and in accordance with Section 4 below;
(ii) accelerated vesting of any stock options, restricted stock units, shares of restricted stock and other forms of equity-based incentive awards that are not otherwise fully vested on the Termination Date, except to the extent that any vesting is subject to performance targets in years commencing after the Termination Date which have not yet been attained; and
(iii) if, immediately before the Termination Date, Executive and/or Executive’s spouse and/or any of Executive’s dependents participates (other than via COBRA) in a Company group health plan, then, for 18 months following the Termination Date (or, if sooner, until corresponding coverage is obtained under a successor employer’s plan), Executive and/or such spouse and/or dependents may elect to continue participating in the Company’s plan at the same benefit and contribution levels and on the same basis as if Executive’s employment had continued (which continuing participation will be deemed to be in addition to and not in lieu of COBRA), provided, however, that, if the provision of such coverage is not permitted by the plan or by applicable law or would otherwise cause the Company to incur a penalty or additional tax, then, in lieu of such coverage, the Company will provide COBRA continuation coverage to Executive, and Executive’s spouse and/or dependents, at the Company’s sole expense, if and to the extent any of such persons elects and is entitled to receive COBRA continuation coverage, and, to the e...
Additional Payments and Benefits. The Executive shall also be entitled to:
(i) a lump sum cash payment payable within 10 business days following the date of the Executive’s termination of employment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of employment termination and (B) an amount representing the Executive’s accrued but unused vacation days, if any, in each case, in full satisfaction of the Executive’s rights thereto; and
(ii) all other accrued or vested benefits in accordance with the terms of any applicable Company plan (the “Accrued Benefits”).
