Xxxxxxxxx Payments. The Company shall pay Executive cash benefits equal to:
(1) two times Executive's Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher; provided that if any reduction of the Base Salary has occurred, then the Base Salary on either date shall be as in effect immediately prior to such reduction, payable in regular installments at such times as would otherwise be the Company's usual payroll practice over a period of two years; and
(2) the higher of: (A) two times Executive's Target Bonus in effect on the date of the Change of Control or the Termination Date, whichever is greater; or (B) two times Executive's most recent actual annual bonus, payable in either case ratably in regular installments at the same time as payments are made to Executive under Section 3(a)(1) above; provided that if any reduction of the Target Bonus has occurred, then the Target Bonus on either date shall be as in effect immediately prior to such reduction; and
(3) Executive's Target Bonus (as determined in (2), above) multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which the Termination Date occurs and the denominator of which shall equal 365, payable as a cash lump sum within forty days after the Termination Date; and
(4) in the case of a termination of employment by Executive for Good Reason, an amount equal to the severance pay specified in Article 6.A.
1. of the attached Presidents' Council Agreement (as defined in Section 8 hereof), payable according to the schedule set forth therein, determined as if Executive's employment had been terminated by ARAMARK without Cause on the Termination Date.
Xxxxxxxxx Payments. Within the later of (i) fifteen business days after the Termination Date or (ii) the expiration of the revocation period, if applicable, under the Release (the "Payment Period"), the Company shall pay Executive a cash lump sum equal to:
(1) the Severance Multiple times the greater of Executive's Base Salary in effect (i) immediately prior to the date of the Change of Control or (ii) immediately prior to the event set forth in the notice of termination giving rise to the Termination Date; and
(2) the Severance Multiple times the Target Bonus; and
(3) Executive's Target Bonus multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company or any of its Subsidiaries in the Company fiscal year in which the Executive's termination occurs and the denominator of which shall equal 365.
Xxxxxxxxx Payments. If the Employee terminates his employment within one year after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee’s employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within one year after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) in an amount equal to two times the sum of (i) the Employee’s annual base salary rate in effect at the termination of employment or, if greater, the Employee’s largest annual base salary rate in effect during the Term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. Subject to payment timing requirements of subsection (f) below which may cause a delay in the payments to the Employee, this severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee’s termination of employment. Notwithstanding the preceding sentence, the Employee may elect, in the Employee’s sole discretion, to waive the Employee’s right to receive, and release the Company from payment of, any amounts otherwise payable to Employee hereunder, in order to avoid application of the excise tax provisions of Code Section 4999 (as well as any successor or similar sections thereof), if the total net after-tax amount payable to Employee hereunder after such waiver and release would exceed the total net after-tax amount payable to Employee after application of said excise tax.
Xxxxxxxxx Payments. If the Employee terminates his employment within two years after a Change of Control pursuant to Section 7(d), or if the Company terminates the Employee’s employment for any reason other than Cause (as defined in Section 7(a)) either within three months before or within two years after a Change of Control, the Employee shall be entitled to a severance payment under this Section 7(e) equal to 2.99 times the sum of (i) the Employee’s annual base salary in effect at the termination of employment or, if greater, the Employee’s largest annual base salary rate in effect during the term of this Agreement, plus (ii) an amount equal to the greater of the average of the bonuses paid to the Employee for the three fiscal years preceding the year in which employment is terminated or 60% of the maximum eligible annual cash bonus for the year of termination. This severance payment shall be made to the Employee in a single lump sum within 10 business days of the date of the Employee’s termination of employment. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change of Control determine that such single payment, together with other compensation received by the Employee that is contingent on a Change of Control, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Employee shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments.”
Xxxxxxxxx Payments. The Company shall pay Executive cash benefits equal to:
(1) two times Executive’s Base Salary in effect on the date of the Change of Control or the Termination Date, whichever is higher; provided, that if any reduction of the Base Salary has occurred, then the Base Salary on either date shall be as in effect immediately prior to such reduction, payable in regular installments at such times as would otherwise be the Company’s usual payroll practice over a period of two years; and
(2) two times Executive’s Target Bonus in effect on the date of the Change of Control or the Termination Date, whichever is greater, payable in either case ratably in regular installments at the same time as payments are made to Executive under Section 3(a)(1) above; provided, that if any reduction of the Target Bonus has occurred, then the Target Bonus on either date shall be as in effect immediately prior to such reduction; and
(3) Executive’s Target Bonus (as determined in (2), above) multiplied by a fraction, the numerator of which shall equal the number of days Executive was employed by the Company in the Company fiscal year in which the Termination Date occurs and the denominator of which shall equal 365, payable as a cash lump sum within forty days after the Termination Date.
Xxxxxxxxx Payments. The Employee shall be entitled to the severance payment provided in this Section 7(e) in the event (i) the Employee terminates employment on or after the occurrence of a Change in Control pursuant to Section 7(d), (ii) the Employee's employment terminates as a result of the Company's delivery of a Termination Notice, or (iii) the Employee voluntarily terminates his employment and the Company elects to make severance payments in order to have the non-competition covenant in Section 6(a)
Xxxxxxxxx Payments. In the event that the Employee’s employment with the Company is terminated either (i) at the Employee’s option and either the Employee or the Company elects for the Employee to receive severance payments pursuant to paragraph 3.A, or (ii) at the Company’s option pursuant to paragraph 3.D, the Employee shall be entitled to receive severance payments from the Company during the period beginning on the date of the Employee’s termination and ending two (2) years from the date of termination (the “Severance Period”); provided, however, that if the Employee is a “specified employee” (as that term is used in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) on the date of his termination of employment, the monthly payments (or portions thereof) that are to be paid or provided during the first six (6) month period following the Employee’s termination of employment shall not be paid or provided until the first business day after the date that is six (6) months following the Employee’s termination of employment or, if the Employee dies during such six (6) month period, on the first business day after the date of the Employee’s death. Any delayed payment pursuant to the prior sentence shall include the cumulative amount of any amounts that could not be paid during the six (6) month period following the Employee’s termination of employment. monthly salary as of the date of termination; provided, however, that if the Board of Directors of the Company has voted to elect an individual to serve as President and Chief Executive Officer of the Company immediately succeeding the Employee’s performance of duties as President and CEO, and such designation of successor is made prior to the Employee’s date of termination and cessation of service as CEO, then in such event, during the second year of the Severance Period, the monthly severance payments shall be equal to one-hundred percent (100%) of the Employee’s monthly salary as of the date of termination. All severance payments shall be made in accordance with the Company’s then current payroll practices and will be subject to all applicable federal, local and state withholding, payroll and other taxes.
Xxxxxxxxx Payments. In consideration for Employee’s execution of this Agreement, and Employee’s release of all claims as set forth below, the Employer will provide to Employee the Severance Payments as set forth in the Change in Control Severance Agreement. The Severance Payments are contingent upon Employee’s execution of this Agreement, Employee’s not exercising Employee’s right to revoke, and Employee’s compliance with all of the terms of this Agreement.
Xxxxxxxxx Payments. The “Severance Payments” are the payments payable under Section 2 of the Change in Control Severance Agreement.
