Payments Upon Termination of Employment. (a) If during the Termination Period the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to the Executive (or the Executive's beneficiary or estate) within 30 days following the Date of Termination, as compensation for services rendered to the Company:
(1) a cash amount equal to the sum of (i) the Executive's full annual base salary from the Company through the Date of Termination, to the extent not theretofore paid, (ii) the Executive's annual bonus in an amount at least equal to the highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the three fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such three fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the Change in Control occurs through the Date of Termination and the denominator of which is 365 or 366, as applicable, and (iii) any compensation previously deferred by the Executive (together with any interest and earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid; plus
(2) a lump-sum cash amount (subject to any applicable payroll or other taxes required to be withheld pursuant to Section 5) in an amount equal to (i) the Executive's highest annual base salary from the Company in effect during the 12-month period prior to the Date of Termination, plus (ii) the Executive's highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company for less than 12 full months) bonus, paid or payable, including by reason of any deferral, to the Executive by the Company in respect of the five fiscal years of the Company (or such portion thereof during which the Executive performed services for the Company if the Executive shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs, provided, that any amount pa...
Payments Upon Termination of Employment. (a) In the event of any termination of the Executive's employment during the term of this Agreement, if such termination is (1) by the Executive pursuant to Section 7(c), above, or (2) by Eastern pursuant to Section 7(b) above, Eastern shall pay to the Executive the sum of the following amounts within 30 days of such termination (provided, that if such termination of employment occurs after the Effective Date but before the Change of Control, the Executive shall be entitled to the payments described at (i), (ii) and (iii) below only upon consummation of the Change of Control):
(i) a lump sum cash amount equal to the product of three (3) times the annual rate at which the Executive was being paid base salary immediately prior to such termination or immediately prior to the Effective Date, if greater;
(ii) a lump sum cash amount equal to the product of three (3) times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination or times the Executive's total target benefit or benefits under the annual bonus or incentive plan or plans in which the Executive was participating for the period including the Effective Date if higher; provided, that for purposes of determining the Executive's target benefit for any portion of an award opportunity as to which no target amount is specified, (A) if the portion of the award opportunity as to which no target benefit is specified is a financial award opportunity, then the target benefit for such portion shall be 66 2/3% of the maximum award opportunity for such portion, and (B) if the portion of the award opportunity as to which no target benefit is specified is a management objective or "MBO" award opportunity, then the target benefit for such portion shall be 75% of the maximum award opportunity for such portion; and further provided, that the Executive's total target benefit or benefits will equal the sum of the separate portions of the award opportunity as hereinabove determined; and
(iii) a lump sum cash amount equal to the product of the Executive's total target benefit or benefits (as described at paragraph (ii) above, but determined solely by reference to the annual bonus or incentive plan or plans in which the Executive was participating for the period including the date of termination) times a fraction, the numerator of which is the number of days elapsed in such bonus or incentive per...
Payments Upon Termination of Employment. In the case of any termination of Executive’s employment with the Company, Executive or his estate or legal representative shall be entitled to receive, to the extent permitted by applicable law, from the Company (i) Executive’s Base Salary through the date of termination to the extent not previously paid, (ii) to the extent not previously paid, the amount of any bonus, incentive compensation, and other compensation earned or accrued by Executive as of the date of termination under any compensation and benefit plans, programs or arrangements maintained in force by the Company for any fiscal year of the Company ended prior to the date of termination that is then unpaid, (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive, in accordance with Company policy for senior executives, as of the date of termination to the extent not previously paid, (iv) any equity awards outstanding under any Company long term incentive plans or arrangements, in accordance with the terms of the plans or arrangements under which such awards were created or maintained, and (v) all benefits accrued by Executive under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements of the Company, in such manner and at such times as are provided under the terms of such plans and arrangements.
Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee for Good Reason or (ii) by the Company for any reason other than Cause or the Employee’s Disability, then, as soon as practicable (but not more than sixty (60) days) after any such termination the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the following, as liquidated damages or severance pay, or both:
(i) a lump sum cash payment equal to the present value of twenty-four (24) monthly salary payments, assuming for this purpose that (1) each monthly salary payment would have been equal to one-twelfth (1/12th) of the Employee’s annual salary in effect at the time of employment termination (disregarding any reductions in annual salary that were not approved by the Employee) and (2) such monthly salary payments would have been made on each of the twenty-four (24) monthly anniversaries of the date the Employee’s employment terminated;
(ii) a lump sum cash payment equal to the present value of two (2) annual bonus payments, assuming for this purpose that (1) each such annual bonus payment would have been equal to the Employee’s target annual bonus for the year in which employment termination occurs (disregarding any reductions in such target annual bonus that were made in the year of employment termination and that were not approved by the Employee) and (2) the first annual bonus would have been paid on the last business day of the first February following the date of employment termination and the second annual bonus would have been paid on the last business day of the second February following the date of employment termination;
(iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the twenty-four (24) month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and
(iv) A lump sum cash amount equal to the...
Payments Upon Termination of Employment. (a) If Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j):
(i) the Company shall pay to Executive in a lump sum an amount equal to twelve (12) months base salary, at the rate of Executive’s base salary in effect as of the Termination Date, less applicable withholdings; and
(ii) if Executive elects to continue his group medical or dental insurance coverage with the Company following the termination of his employment with the Company, the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination Date.
(b) If within twelve (12) months following a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), (y) is terminated by Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j):
(i) Executive shall receive severance benefits on the same terms as set forth in Section 13(a) above, and
(ii) any outstanding and unvested stock options held by Executive as of the Termination Date shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claims.
(c) If Executive’s employment with the Company is terminated by reason of:
(i) Executive’s abandonment of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); or
(ii) termination of Executive’s employment by the Company for Cause (as defined below), the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary through the Termination Date.
Payments Upon Termination of Employment. In the event of termination of the Employee’s employment hereunder pursuant to this Section 4:
4.2.1. The Employee (or his heirs, legatees or personal representatives) shall be entitled to receive all compensation and benefits specified in this Agreement which shall have accrued prior to the date of such termination and the obligation of the Company for the payment of compensation, and the right of the Employee to receive all accrued and unpaid compensation and other benefits required by applicable law including the benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or any successor statute thereto.
4.2.2. All rights of the Company or the Employee which shall have accrued hereunder prior to the date of the Employee’s termination, and the provisions of this Agreement which are stated herein to survive termination, shall survive such termination and the Company and the Employee shall continue to be bound by such provisions in accordance with the terms hereof.
4.2.3. The Company may provide severance compensation pursuant to Section 4.2.4, Section 4.2.5 and Section 4.2.6 below to the Employee upon the Employee providing a full release of all claims against the Company within 45 days from the date of separation.
Payments Upon Termination of Employment. (a) The parties acknowledge and agree that except as expressly provided in Sections 7(b), (c) and (d) of this Agreement, in the event of the termination of the Executive’s employment, the Company’s sole obligation under this Agreement shall be to pay the Executive (i) any accrued but unpaid Base Salary through the effective date of the termination, (ii) any earned but unpaid bonus under the Company’s annual incentive plan pursuant to, and in accordance with, the terms and conditions of such plan; (iii) any earned but unused vacation time as determined in accordance with the Company’s policies then in effect, and (iv) any unreimbursed expenses pursuant to Section 3(e) of this Agreement existing at that time.
(b) In the event that the Executive terminates his employment with the Company without Good Reason in accordance with Section 4(b) of this Agreement, subject to the terms and conditions of this Agreement, the Company’s sole obligation shall be to pay to the Executive all such amounts due to him pursuant to Section 7(a) of this Agreement.
(c) In the event that the Company terminates the Executive’s employment pursuant to Section 4(d) of this Agreement or the Executive terminates his employment with the Company for Good Reason in accordance with Section 4(b) of this Agreement, subject to the terms and conditions of this Agreement, and provided that the Executive executes (without revoking) and returns to the Company an enforceable waiver and release in a form acceptable to the Company (a “Release Agreement”) within the time period specified by the Company (which time period shall not be more than sixty (60) calendar days after the effective date of the Executive’s termination of employment) and further provided that the Executive remains in compliance with Sections 2(d), 8 and 9 of this Agreement, the Company’s sole obligation under this Agreement shall be:
(i) to pay to the Executive all such amounts due to him pursuant to Section 7(a) of this Agreement;
(ii) to pay to the Executive a gross amount equal to two (2) times the Executive’s then-current Base Salary, payable in equal installments during the two (2) year period following the effective termination date of the Executive’s employment;
(iii) to pay to the Executive a gross amount equal to two (2) times the greater of (A) the average of the gross amounts earned by the Executive under the annual incentive plan during the three (3) complete fiscal years prior to the effective termination date of the E...
Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee pursuant to paragraph 8(c) and 8(d) above, or (ii) by the Company for any reason other than one of those specified in paragraph 8(a), 8(b) or 8(e) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the following, as liquidated damages or severance pay, or both:
(i) A lump sum cash amount equal to the present value of the product obtained by multiplying (l) the monthly amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(a) and 5(b) above, which was being paid by the Company to the Employee at the time of such termination, by (2) 36;
(ii) A lump sum cash amount equal to the present value of the excess of (1) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, as in effect on the date of this Agreement. If the Employee had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the...
Payments Upon Termination of Employment. (a) Termination by the Company without Cause, or Termination by the Executive for
Payments Upon Termination of Employment. In the case of Executive’s termination of employment with the Company for any reason, Executive or Executive’s estate or legal representative (as applicable) shall be entitled to receive, to the extent permitted by applicable law, from the Company (i) Executive’s Annual Salary through the date of termination to the extent not previously paid; (ii) to the extent not previously paid, the amount of any bonus earned or accrued by Executive as of the date of termination under any compensation and benefit plans, programs or arrangements maintained in force by the Company for any fiscal year of the Company ended prior to the date of termination that is then unpaid, subject to the terms and conditions of any such plan, program or arrangement; (iii) any vacation pay or expense reimbursements accrued by Executive, in accordance with Company policy for senior executives, as of the date of termination, to the extent not previously paid; and (iv) all benefits accrued by Executive under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements of the Company, in such manner and at such times as are provided under the terms of such plans and arrangements.
