Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, or (iii) the Executive terminates this Agreement at any time within sixty (60) days of the occurrence of a Constructive Termination, then the following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are scheduled to become exercisable within thirty-six (36) months of the Date of Termination shall become exercisable and vest as of the Date of Termination subject to expiration or termination as set forth in the applicable stock option plan or agreement; and (IV) the Company shall pay the Executive a performance achievement bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to take into account the period of actual service by the Executive during the Company’s fiscal year in which the Executive’s employment is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) of the Code and the regulations thereunder.
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Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, or (iii) the Executive terminates this Agreement at any time within sixty (60) days of the occurrence of a Constructive Termination, then the following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one (1) times the Executive’s Base Salary (1/2 one-half (1/2) the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(bsubsection 11(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are scheduled to become exercisable within thirtytwenty-six four (3624) months of the Date of Termination shall become exercisable and vest as of the Date of Termination subject to expiration or termination as set forth in the applicable stock option plan or agreement; and (IV) the Company shall pay the Executive a performance achievement bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to take into account the period of actual service by the Executive during the Company’s fiscal year in which the Executive’s employment is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) of the Code and the regulations thereunder.
Appears in 1 contract
Samples: Employment Agreement (Cheesecake Factory Incorporated)
Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 eighteen (18) months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, or (iii) the Executive terminates this Agreement at any time within sixty (60) days of his employment with the occurrence Company because of a Constructive TerminationTermination pursuant to Section 8(g) above (and provided that the Company has failed to cure the event or existence of the condition giving rise to a Constructive Termination within the thirty (30) day cure period provided under Section 8(g)), then the following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one (1) times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock under the 2001 Stock Plan that are held by Executive and scheduled to become exercisable vest within thirty-six (36) months of the Date of Termination shall become exercisable and vest as of the Date of Termination subject to expiration or termination as set forth in the applicable stock option plan 2001 Stock Plan or agreementthe Notice and Grant Agreement granting such options to Executive; and (IV) provided that the Compensation Committee certifies in writing that the performance incentive target(s) for the fiscal year in which the Date of Termination occurs has been achieved, and all conditions to Executive Officers’ receipt of bonus awards under such plan (other than the condition of continuing employment) have been satisfied, including any conditions related to limitations of payment under such plan due to non-deductibility to the Company under Section 162(m) of the Code, the Company shall pay the Executive a performance achievement bonus award under the Company’s Annual Performance Incentive Plan (or any restated or new bonus award plan that is then in effect for Executive Officers) that is proportionately adjusted to take into account the period of actual service by the Executive during the Company’s fiscal year in which the Executive’s employment Date of Termination occurs, if and when such bonus is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) paid to other Executive Officers of the Code and the regulations thereunderCompany.
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Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 eighteen (18) months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, or (iii) the Executive terminates this Agreement at any time within sixty (60his employment with the Company pursuant to Section 8(g) days above provided that the Company has failed to cure the event or existence of the occurrence of condition giving rise to a Constructive TerminationTermination within the thirty (30) day cure period provided under Section 8(g), then the following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one (1) times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are held by Executive and scheduled to become exercisable vest within thirty-six (36) months of the Date of Termination shall become exercisable and vest as of the Date of Termination subject to expiration or termination as set forth in the applicable stock option plan or agreement; and (IV) provided that the Compensation Committee certifies in writing that the performance incentive target for the fiscal year in which the Date of Termination occurs has been achieved, and all conditions to Executive Officers’ receipt of bonus under such plan (other than the condition of continuing employment) have been satisfied, including any conditions related to limitations of payment under Section 162(m) of the Code, the Company shall pay the Executive a performance achievement bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to take into account the period of actual service by the Executive during the Company’s fiscal year in which the Executive’s employment Date of Termination occurs, if and when such bonus is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) paid to other Executive Officers of the Code and the regulations thereunderCompany.
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Certain Benefits Upon Termination. (a) If (i) during the Term of this Agreement, Employee’s employment with the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) is terminated for any reason other than for Cause, death or (iii) Permanent Disability or if Employee voluntarily resigns his employment with the Executive terminates this Agreement at any time within sixty (60) days of the occurrence of Company for a Constructive TerminationGood Reason, then the Company following shall apply: (I) the Company shall pay the Executive a “Severance Payment” in cash equal to one times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are scheduled to become exercisable within thirty-six (36) months of the Date of Termination and for the Term of this Agreement (“Continuation Period”) (i) shall become exercisable and vest continue payment of Employee’s then existing Salary on the same schedule as corresponds to the regular Company payroll dates in effect on the Employee’s Date of Termination (with such payment to be treated as a separate payment for purposes of Section 409A of the Code); (ii) shall at the Company’s expense, continue to provide Employee with a car at the comparable level provided to Employee prior to the Date of Termination subject to expiration or termination as set forth in the applicable stock option plan or agreementTermination; and (IViii) the Company shall pay the Executive Employee a performance achievement bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to take into account the period of actual service by of the Executive Employee during the Company’s fiscal year in which the ExecutiveEmployee’s employment is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) of the Code and the regulations Regulations thereunder; and (iv) shall at its expense continue on behalf of the Employee and his dependents and beneficiaries, the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 90-day period prior to the Date of Termination or (y) to other similarly situated employees who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 14(a) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company’s obligations hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. This Section 14(a) shall not be interpreted so as to limit any benefits to which the Employee, his dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Employee’s termination of employment. During the period of the Continuation Period in which the Employee and his dependents and beneficiaries are eligible to receive continued benefits under the Company’s group plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the portion of the Employee’s premium payments necessary to satisfy the requirements of this Section 14(a) with respect to medical, dental and hospitalization benefits. With respect to any period during the Continuation Period in which the Employee or his dependants and beneficiaries cease to be eligible for COBRA coverage, and with respect to life insurance and disability benefits for the remainder of the Term for which the Company cannot make direct premium payments for such benefits in accordance with the requirements of Section 409A or otherwise, the Employee (or his dependants and beneficiaries, as applicable) shall pay to the Company, insofar as permitted by such benefit plans, on an after-tax basis, an amount equal to the full premium cost of medical, dental, hospitalization, life insurance and disability benefits coverage. Within 30 days of such payment, subject to the 409A Reimbursement Conditions, the Company shall pay to the Employee (or his dependents and beneficiaries, as applicable) in cash (less required withholding) an amount equal to full premium cost of medical, dental, hospitalization, life insurance and disability benefits coverage.
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Certain Benefits Upon Termination. (a) If Employee’s employment terminates by reason of death, or Permanent Disability, the Company shall pay to Employee an amount equal to the sum of (i) during Employee’s accrued but unpaid Base Salary up to the Term Date of this AgreementTermination, and (ii) if, as, and when payable under such plan(s), an amount equal to Employee’s bonus under any bonus plan then in effect for the then current fiscal year, to the extent the Employee would have qualified for said bonus as of the Date of Termination, on a pro rata basis as of the Date of Termination. (b) If the Company terminates Employee for Cause, the Company shall pay to Employee an amount equal to the Employee’s accrued but unpaid Base Salary up to the Date of Termination. (c) If the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within 18 months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended Employee without renewal) for any reason other than for Causecause, or if Employee terminates his employment pursuant to Section 10 (iii) the Executive terminates this Agreement at any time within sixty (60) days of the occurrence of a Constructive Terminationc), then the following shall apply: (I) the Company shall pay the Executive Employee the sum of (i) Employee’s accrued but unpaid Base Salary up to the Date of Termination, (ii) ) if, as, and when payable under such plan(s), and amount equal to Employee’s bonus(es) under any bonus(es) plan(s) then in effect for then current fiscal year, to the extent the Employee would have qualified for said bonus as of the Date of Termination, on a “Severance Payment” in cash pro rata basis as of the Date of Termination, and (iii) an amount equal to one times Employee’s annual Base Salary. (d) Notwithstanding any provision of this Section 11 to the Executive’s Base Salary contrary, in the event of a termination of employment due to death or Permanent Disability, twenty percent (1/2 20%) of the Executive’s Base Salary if termination is by reason number of death); (II) shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company shall pay or provide to CFI (effective on the Executive all other benefits, as specified date hereof or in Section 10(bthe future) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are scheduled to become exercisable within thirty-six (36) months of on the Date of Termination shall vest and become exercisable exercisable, if applicable, in accordance with the terms of such plans and vest as the option agreements pursuant to which the options were issued. 5 (e) Notwithstanding any provision of this Section 11 to the contrary, in the event of a termination by the Company without Cause, twenty percent (20%) of shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company or CFI (effective on the date hereof or in the future) on the Date of Termination shall vest and become exercisable, if applicable, in accordance with the terms of such plans and the option agreements pursuant to which the options were issued; provided, however, if during the Base Term, Employee is terminated without Cause and, within nine months thereafter, a Change in Control shall occur, one hundred percent (100%) of shares subject to expiration unvested options granted under the Stock Option Plan or termination as set forth any other option plan of the Company or CFI (effective on the date hereof or in the applicable stock future) on the Date of Termination shall vest and become exercisable in accordance with the terms of such plans and the option agreements pursuant to which the options were issued. (f) Notwithstanding any provision of this Section 11, in the event Employee terminates employment under Section 10 (c), one hundred percent (100%) of shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company or agreement; CFI (effective on the date hereof or in the future) on the Date of Termination shall vest and become exercisable in accordance with the terms of such plans and the option agreements pursuant to which the options were issued. (IVg) In addition to the payments, provided therein, the Company shall pay all accrued but unpaid or unused vacation and sick pay. In the Executive event the Company terminates the Employee without cause, or if the Employee terminates his employment pursuant to Section 10(c), Company shall maintain Employee’s health insurance benefits then provided for a performance achievement one year period following the Date of Termination or the expiration of the Employment Period, whichever is earlier. (h) In the event that Employee’s employment terminates by reason of Employee’s death, all benefits provided in this Section 11 shall be paid to Employee’s estate or as Employee’s executor shall direct, but payment may be deferred until Employee’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Employee’s jurisdiction of residence at the time of Employee’s death. (i) Company shall make all cash payments to which Employee is entitled hereunder within thirty (30) days following the Date of Termination of Employee’s employment or earlier, if required by applicable law except for bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to take into account the period of actual service payments, which shall be due and payable if, as and when payable by the Executive Company to other officers covered by such plan. (j) The provisions contained in this Section 11 may be triggered only once during the Company’s fiscal year in which term of this Agreement by the Executive’s employment is terminatedfirst event to occur, provided that the Compensation Committee certifies in writing that the performance incentive target so that, for that fiscal year has been achieved example, should Employee be terminated because of a Permanent Disability and such payment is should there thereafter be a Change of Control, then Employee would be entitled to be paid only under Section 11(a) and not inconsistent with under Section 162(m11(c) of the Code and the regulations thereunder.as well. (k)
Appears in 1 contract
Samples: Employment Agreement (Cheesecake Factory Incorporated)
