Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows: (i) the Accrued Benefits; (ii) the Prorated Bonus; (iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and (iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 2 contracts
Sources: Employment Agreement (Seaport Entertainment Group Inc.), Employment Agreement (Howard Hughes Corp)
Change in Control Termination. IfSubject to Section 5 of this Agreement, if, during the Employment Period, (x) the Company shall terminate terminates the Executive’s employment without Cause (and other than upon the Executive’s for Cause, death or Permanent Disability), Disability or if (y) the Executive shall terminate her terminates employment with the Company for Good Reason, in either each case, in connection with, or within twelve twenty-four (1224) months following, following a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as followsControl:
(i) the Company shall pay to the Executive the following amounts:
(A) a lump sum cash payment within thirty (30) days following the Date of Termination equal to the Accrued BenefitsObligations;
(B) a lump-sum cash payment (the “Change in Control Severance”) within thirty (30) days following the Date of Termination equal to the two (2) times the sum of (a) the Executive’s Annual Base Salary as of the Date of Termination (disregarding any reduction in Annual Base Salary that constitutes Good Reason) and (b) the Relevant Bonus Amount; provided that if such Change in Control is not an event described in Section 409A(a)(2)(A)(v) of the Code and the Treasury regulations promulgated thereunder, one-half of the Change in Control Severance shall be paid as described in this paragraph and one-half of the Change in Control Severance shall be paid as described in Section 4(a)(i)(B) of this Agreement; and
(C) a lump sum cash payment within thirty (30) days following the Date of Termination equal to the Pro-Rata Bonus.
(ii) any then-unvested compensatory equity awards shall immediately vest as of the Prorated Bonus;Date of Termination; provided that, for clarity, “equity awards” for this purpose shall not include the Contingent Consideration; further provided that, as to performance-based equity awards, (1) for any performance periods completed prior to the Date of Termination, such awards shall immediately vest and pay based on the level of actual attainment of performance goals and (2) for any other performance periods, such awards shall immediately vest and pay at the target level of performance.
(iii) the Company shall timely pay the Executive, on the 60th day following the date of termination, a lump sum amount equal or provide to the product of two times (2x) Executive the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c)Other Benefits.
Appears in 2 contracts
Sources: Employment Agreement (Cole Real Estate Investments, Inc.), Employment Agreement (Cole Real Estate Investments, Inc.)
Change in Control Termination. IfNotwithstanding Section 2.4(c) above, if prior to but in connection with a Change in Control or during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12) months following, 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any such termination Renewal Period in accordance with Section 2.4(a) hereof or by reason of employment, a “Change in Control Termination”death or disability), or (ii) Executive terminates his employment with the Company shall have no further obligations or its successor for Good Reason, Executive shall, subject to satisfaction of the Executive except as followsRelease Condition described in Section 2.4(e) below, be entitled to:
(i1) all previously earned and accrued but unpaid Base Salary up to the Accrued Benefitsdate of such termination;
(ii2) the Prorated Bonus;
(iii) the Company shall severance pay the Executive, on the 60th day following the date of termination, a lump sum in an amount equal to the product 18 months of two times (2x) the sum of (A) the Annual Base Salary (paid in equal installments on the dates on which shall be the Annual Executive’s Base Salary prior to any reduction if would otherwise have been paid in accordance with the termination is for Good Reason because of a reduction Company’s normal payroll dates in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that are subject to forfeiture the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition;
(3) a lump sum payment equal to one and one-half times the mean of payments under any short-term incentive or annual bonus plan maintained by the Company during each of the three calendar years prior to the year in which such termination occurs (or fewer calendar years if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior calendar years), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall fully vest such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs; and
(4) for such period of time that Executive or any of Executive’s dependents is eligible for and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated elects COBRA continuation coverage (in accordance with clause (C) Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d2.4(d)(4) shall be in lieu paid on an after tax basis on the first regularly scheduled payroll date of any amounts that would otherwise each month for which such amount is payable. All payments shall be paid or provided under Section 4(a)subject to deductions for customary withholdings, Section 4(b) including, without limitation, federal and Section 4(c)state withholding taxes and payroll taxes.
Appears in 2 contracts
Sources: Executive Employment Agreement (MGP Ingredients Inc), Executive Employment Agreement (MGP Ingredients Inc)
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her his employment for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Target Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company Initial LTIP Award to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (CB) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 2 contracts
Sources: Employment Agreement (Howard Hughes Corp), Employment Agreement (Howard Hughes Corp)
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s 's employment without Cause (and other than upon the Executive’s 's death or Permanent Disability), or if the Executive shall terminate her his employment for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (( 100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 1 contract
Sources: Employment Agreement (Seaport Entertainment Group Inc.)
Change in Control Termination. IfIn addition to the payments and benefits provided in Section 9(a), during and subject to the Employment Periodprovisions of Section 9(f), the Company shall terminate if the Executive’s employment is terminated (x) by the Company without Cause or (and other than upon the Executive’s death or Permanent Disability), or if y) by the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12) months following, case after the occurrence of a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:Control,
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii1) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum Executive an amount equal to the product of two times (2x) the sum of (A) the Annual 12 months’ Base Salary (Salary, which shall be payable in the Annual Base Salary prior to any reduction form of salary continuation commencing within 60 days following the Executive’s Date of Termination in accordance with the Company’s regular payroll practice or, if the Change of Control qualifies as a “change in ownership or effective control” within the meaning of Section 409A, in a cash lump sum payable within two and one-half months after the Executive’s “separation from service” as defined for purposes of Section 409A,
(2) the Executive shall be entitled, if applicable, to a pro-rated bonus for the year of termination is (other than 2013) (calculated at the end of the fiscal year and then pro-rated through the Date of Termination), provided that the applicable performance targets have been met and bonuses are paid generally to similarly situated executives at the Company, and any such payments shall be made when otherwise due in accordance with the provisions of Section 3 and Section 4 of this Agreement,
(3) the Company shall immediately vest any outstanding unvested Restricted Stock Units and any such Restricted Stock Units shall be settled within 30 days after Executive’s “separation from service” as defined for Good Reason because purposes of a reduction Section 409A,
(4) the period for determining whether the performance conditions for vesting of any outstanding unvested Performance Restricted Stock Units have been satisfied shall be extended to the eighteen (18) month anniversary of the Date of Termination, and any Performance Restricted Stock Units which satisfy the performance conditions during such period shall be vested and settled within 30 days after the performance conditions have been satisfied,
(5) the employment condition for vesting of any outstanding unvested Performance Options shall be deemed satisfied, and the period for exercise of any Performance Options (to the extent otherwise exercisable) shall not expire until (i) the eighteen (18) month anniversary of the Date of Termination or (ii) if later, such date as the Executive’s Service (as defined in the Annual Base SalaryOmnibus Plan) plus with the Company shall terminate (B) but in no event beyond the Target Bonus Amount; remaining term of the option), and
(iv6) if Executive timely elects continuation coverage pursuant COBRA for Executive and his eligible dependents, within the time period prescribed by COBRA, the Company will monthly reimburse Executive for the COBRA premiums for such coverage (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into at the coverage levels in effect immediately prior to the Effective Date between of Termination) for Executive and his covered dependents until the earliest of (x) twelve months from the Date of Termination or (y) the date on which the Executive is eligible to receive subsequent employer-provided coverage, provided, that such COBRA reimbursements will be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent outstanding as of required to avoid any adverse consequences to the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable Executive or to be provided the Company under this either Code Section 4(d105(h) shall be in lieu or the Patient Protection and Affordable Care Act of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c)2010.
Appears in 1 contract
Sources: Employment Agreement (Martha Stewart Living Omnimedia Inc)
Change in Control Termination. If(a) Notwithstanding any other provision contained herein, during if the Employment Period, Employee’s employment hereunder is terminated by the Employee for Good Reason or by the Company shall terminate the Executive’s employment without Cause (and other than upon on account of the ExecutiveEmployee’s death or Permanent Disability), in each case within the Employment Term following a Change in Control, the Employee shall be entitled to receive the following: (i) the remaining unpaid Base Salary during the remaining portion of the then-current Employment Term or if six months base salary; whichever is greater; (ii) the Executive remaining earned but unpaid Variable Bonus during the remaining portion of the then-current Employment Term; all subject to the Employee’s material compliance with Section 6 and the Collateral Agreements described in Section 2, and his execution of the Release which becomes effective during the Release Execution Period. The amounts payable to the Employee pursuant to this Section 5.3(a): (i) shall terminate her employment for Good Reasoncommence, in either casethe case of the unpaid Base Salary amount, on the first payroll date after the end of the Release Execution Period; and (ii) shall be paid, in connection the case of the Performance Bonus amount on the later of (x) the first payroll date after the end of the Release Execution Period or (y) the otherwise applicable payment date for such unpaid Performance Bonus amount.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date: (a) the sale of all or substantially all the assets of Parent or of the Company; (b) any merger, consolidation or acquisition of Parent with, by or within twelve into another corporation, entity or person; or (12c) months followingany change in the ownership of more than fifty percent (50%) of the voting capital stock of Parent or of the Company in one or more related transactions; provided that a “Change in Control” shall not apply if this occurred as the result of a public or private offering(s) of Parent or the restructuring of Parent for tax or similar corporate purposes if no other events involving a Change in Control shall occur. Notwithstanding the foregoing, a Change in Control (any shall not occur unless such termination transaction constitutes a change in the ownership of employmentthe Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Internal Revenue Code of 1986, as amended (“Change in Control TerminationSection 409A”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 1 contract
Change in Control Termination. If, during Upon the Employment Period, termination of the Company shall terminate the ExecutiveEmployee’s employment hereunder pursuant to a Termination without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (Control, neither the Employee nor his beneficiary or estate will have any such termination of employmentfurther rights or claims against the Company, a “Change in Control Termination”), the Company shall have no further obligations its affiliates or its subsidiaries under this Agreement except to the Executive except as followsreceive:
(i) the Accrued Benefitsa termination payment equal to that provided for in Section 12.1(i) hereto;
(ii) an aggregate amount equal to (x) the Prorated BonusSeverance Payment and (y) an additional six (6) months of fringe benefits (for an aggregate of eighteen (18) months of fringe benefits from the date of termination) (the “Additional Fringe Benefits”), payable from the date of such termination in accordance with the Company’s normal payroll policies and at the same rate and in the same manner as set forth in Sections 7.1 and 7.4 hereof, plus any additional compensation as may be expressly required under applicable law;
(iii) an aggregate amount equal to three (3) times the Company First Year Annual Bonus or the target amount of the Performance Bonus (as applicable) (such aggregate amount, the “CIC Separation Bonus”, and together with the Severance Payment and the Additional Fringe Benefits, “CIC Severance Payment”). Payment of the CIC Separation Bonus shall pay be made simultaneously with the Executivefinal batch of Severance Payment, on the 60th day which will be paid no later than twelve (12) months following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and;
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu accelerated vesting of any amounts that would otherwise then-outstanding unvested stock options or other equity-based incentives granted to the Employee by the Company. For the avoidance of doubt, any outstanding unvested stock options or other equity-based incentives subject to the Performance Criteria shall no longer be paid subject to such Performance Criteria and one hundred percent (100%) of such stock options or other equity-based incentives subject to the Performance Criteria shall vest in accordance with the accelerated vesting described in the preceding sentence;
(v) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed as provided under in Section 4(a), Section 4(b7.5; and
(vi) and Section 4(c)any other benefits as required by applicable law.
Appears in 1 contract
Change in Control Termination. If8.4.1 Upon the termination of the Employee’s employment, during the Employment Periodfor any reason except for a Termination for Cause, the Company shall terminate the Executive’s employment an Involuntary Termination or a Voluntary Termination without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company shall have no further obligations or any Affiliates under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued BenefitsFinal Compensation in accordance with Section 8.1;
(ii) an aggregate amount equal to fifteen (15) months’ Base Salary (the Prorated Bonus“CiC Severance Period”);
(iii) subject to the Company shall pay last sentence of Section 8.3.1(iii), COBRA Continuation Benefits during the ExecutiveCiC Severance Period;
(iv) the Pro-rated Bonus; and
(v) subject to the provisions of Section 3.2 acceleration of any unvested Equity Incentive Awards; provided, however, that the Employee will have one (1) year to exercise such Equity Incentive Awards upon termination of the Employee’s employment with the Company.
8.4.2 Subject to Section 8.5, 14 and 15 Enhanced Severance Payments (other than Final Compensation) will be provided in the form of salary continuation, payable in equal installments in accordance with the Company’s normal payroll practices, during the twelve (12) month period following the Change in Control Termination, provided that the first such payment will be made on the 60th next regular pay day following the date on which the Release of termination, a lump sum amount equal Claims becomes effective and irrevocable and will be retroactive to effective date of the termination of the Employee’s employment.
8.4.3 Notwithstanding anything to the product of two times (2x) contrary in any agreement between the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive Employee and the Company Company, upon a Change in Control Termination, the Employee will be entitled to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) accelerated vesting of any then-outstanding unvested Equity Incentive Awards or other equity awards granted to the Employee by the Company or its Affiliates, subject to Section 8.5, 14 and 15.
8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Zai Lab LTD)
Change in Control Termination. If, during In the Employment Periodevent of a Change in Control Termination as defined in Section 7.2 of the Agreement, the Company shall terminate provide the Executive’s employment without Cause (following severance compensation and other than upon benefits to Executive after the Executive’s death or Permanent Disability), or if effective date of the Executive shall terminate her employment for Good Reason, Release referenced in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination Section 8 of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as followsAgreement:
(ia) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount A severance payment equal to the product of two times (2x) the sum of (i) twenty-four (24) months of Executive’s then current base salary and (ii) two (2) times Executive’s target bonus to be earned for the year in which termination occurs or two (2) times the bonus amount paid to Executive in the prior year, whichever is greater, payable (subject to Section 4 below of this Exhibit A) by the Annual Base Salary Company in a lump sum, less legally required withholdings, within thirty (which shall be 30) days after the Annual Base Salary prior effective date of the Release referenced in Section 8 of the Agreement; and,
(b) Health insurance premiums payable by the Company for continued health insurance coverage for Executive and all then currently insured dependents for up to any reduction if twenty-four (24) months after the termination is date of Executive’s employment, provided that Executive makes a timely election to continue such coverage under COBRA; and provided further that, the Company’s obligation to pay the monthly health insurance premiums for Good Reason because continued group medical insurance shall end when Executive becomes eligible for health insurance with a new employer, and Executive agrees to promptly notify the Company in writing of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amountany such event of eligibility; and
(ivc) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; providedOutplacement services for one year, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater Company’s expense up to a maximum amount of twenty-five thousand dollars (1$25,000), with a nationally recognized service selected by the Company; and
(d) Any unvested and outstanding Equity Awards held by Executive shall become one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved vested as of the termination date of Executive’s employment. In this regard, without limiting the foregoing, but by way of clarification, all stock options granted by the Company to Executive shall become fully vested and exercisable as of the termination date of Executive’s employment to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased by Executive shall have such right of repurchase lapse with respect to all of the shares at the time of such termination. The amounts payable or To the extent necessary to effect the intent of this Agreement with respect to the Equity Awards, the applicable provisions of the Agreement and this Exhibit A shall be provided under deemed an amendment to each agreement evidencing an Equity Award held by Executive. Executive understands that Executive’s receipt of the severance compensation and benefits specified in this Section 4(d) shall be 3.2 is conditioned upon Executive’s execution of the Release referenced in lieu Section 8 of any amounts the Agreement, and further understands that would otherwise be paid or provided under Section 4(a), Section 4(b) the above lists the only severance compensation and Section 4(c)benefits to which Executive is entitled.
Appears in 1 contract
Sources: Executive Employee Agreement (Ista Pharmaceuticals Inc)
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her his employment for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (CB) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 1 contract
Change in Control Termination. If, during In the Employment Period, event (x) Executive's employment is terminated by the Company shall terminate the Executive’s employment or a Successor without Cause (and other than upon the Executive’s due to death or Permanent Disability), ) or if the by Executive shall terminate her employment for with Good Reason, in either case, in connection with, or within twelve (12) months following, with a Change in Control or within two years following a Change in Control or (any y) the Company or its Successor gives a Non-Renewal Notice during the two year period following a Change in Control, and the then current Term of Employment has expired following such termination notification (either of employment, which shall be referred to as a “"Change in Control Termination”"), Executive shall be entitled to: the Accrued Obligations; any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Executive had no such termination occurred; a pro-rata portion of the Annual Bonus for the then current fiscal year based on the Annual Bonus that would have been paid to Executive if his employment had continued, and based on the number of days elapsed from the commencement of the fiscal year in which the termination occurs through and including the effective date of such termination, such amount to be determined and paid, in cash, at the same time it would otherwise be determined and paid had no such termination occurred, provided, however, that, notwithstanding the above, in the event the effective date of Executive's termination of employment occurs prior to the six month anniversary of the commencement of the then current fiscal year, such pro-rata portion of the Annual Bonus shall not be paid; a lump sum payment equal to two (2) times the sum of (x) Executive's Base Salary (determined as of the date of termination) and (y) Executive's highest Annual Bonus paid or payable with respect to any of the last three (3) fiscal years of the Company that ended immediately prior to the date of termination; continuation, during the Severance Term, of the health benefits provided to Executive and his covered dependants under the Company's health plans in effect as of the date of such termination, in accordance with COBRA, it being understood and agreed that (A) the Company shall pay the total cost of such health benefits so long as Executive timely elects, and remains eligible, to receive such continuation coverage pursuant to COBRA, plus the difference between what the insurance plan pays and the provider charges, except that no such differential shall be paid with respect to "Prescription Drugs," "Experimental Procedures," "Cosmetic Procedures," "Athletic Aids" and some forms of "Alternative Medicine" (Executive to inquire before having the service) (as such terms are defined in the Blue Care PPO Plan (Group 052024) of Blue Cross of Northeastern PA and as amended from time to time by Blue Cross of Northeastern PA or succeeding providers of the Company's medical insurance), and (B) notwithstanding the foregoing, the Company's obligation to provide such continuation of benefits and additional coverage shall terminate prior to the expiration of the Severance Term in the event that Executive is no longer eligible to receive such benefits under COBRA; and, vesting in all options, shares of restricted stock or other equity compensation held by the Executive in accordance with the Equity Agreements; provided, however, that, notwithstanding anything contained herein, or in any Equity Agreement, to the contrary, any outstanding shares of Annual Bonus Stock, whether issued pursuant to Section 4(b)(ii) above, or issued as part of the Company's annual bonus plan prior to the date hereof, shall become fully vested and exercisable, and all restrictions on such shares of Annual Bonus Stock shall lapse. Notwithstanding the foregoing, if at any time during the Restricted Period, Executive breaches any provision of Section 8 hereof, the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal with respect to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction payments and benefits described in the Annual Base Salary) plus subsections (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided), that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of and (D) above. Following such Change in Control Termination, except as set forth in this Section 4(d)(iv7(d)(ii); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject Executive shall have no further rights to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, any compensation or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided any other benefits under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c)Agreement.
Appears in 1 contract
Sources: Employment Agreement (Topps Co Inc)
Change in Control Termination. IfIn lieu of the payments and benefits described in Section 5(a) above, during and subject to and conditioned upon the Employment PeriodExecutive satisfying the Conditions (other than with respect to the Accrued Amounts), in the Company shall terminate event of the termination of the Executive’s employment (x) by the Company without Cause or (and other than upon the Executive’s death or Permanent Disability), or if y) by the Executive shall terminate her employment for Good Reason, in either case, in connection with, or each case occurring within the twelve (12) months following, month period following the occurrence of a Change in Control (any such termination of employmenttermination, a “Change in Control CIC Termination”), the Company shall have no further obligations to the Executive except as follows:):
(i) the Executive shall receive the Accrued BenefitsAmounts (which Accrued Amounts shall be paid within thirty (30) days of the Date of Termination (or sooner as required by applicable law));
(ii) the Prorated Executive shall receive an amount payable in a lump sum on the sixtieth (60th) day following the Date of Termination equal to the sum of (A) two (2) times the Executive’s then-current Base Salary without giving effect to a Salary Reduction, if any, and (B) a pro-rata amount, based on the number of days elapsed during the fiscal year in which the Date of Termination occurs, of the Executive’s Target Bonus;
(iii) the Company Executive shall pay receive the Executive, on the 60th day medical benefits set forth in Section 5(a)(iii) above for an eighteen (18) month period following the date Date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus AmountTermination; and
(iv) all outstanding equity-based awards held by the Executive shall vest (Aor not) all prior share Awards granted to Executive in accordance with the terms and conditions of the equity-based incentive plan governing such awards (except in the case of the grant under Section 2(d), which shall be governed in accordance with Section 2(d)). The amounts paid and benefits received pursuant to any agreement(sthis Section 5(e) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on and conditioned upon the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated Conditions. Except as provided in accordance with clause (C) of this Section 4(d)(iv5(e) or in Section 5(a); (B) all outstanding Time Vesting LTIP Awards, if anyas applicable, that are subject to forfeiture on the date of Company shall have no additional obligations under this Agreement upon the Executive’s termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, Section 3(d) or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c3(e).”
5. Section 5: Section 5 is hereby amended by inserting the following as Section 5(f):
Appears in 1 contract
Change in Control Termination. If, during 8.4.1 Upon the Employment Period, termination of the Company shall terminate the ExecutiveEmployee’s employment without hereunder pursuant to a Termination Without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company shall have no further obligations or any Affiliates under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued BenefitsFinal Compensation in accordance with Section 8.1;
(ii) the Prorated Bonusan aggregate amount equal to twelve (12) months’ Base Salary;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum an aggregate amount equal to twelve (12) months of the product Company’s portion of two times (2x) monthly premiums for health, dental and vision insurance benefits as in effect for the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary Employee immediately prior to any reduction if the termination is for Good Reason because effective date of a reduction such termination, payable in accordance with the Company’s normal payroll policies and at the same rate and in the Annual Base Salary) same manner as set forth in Sections 3.1 and 3.4 hereof, plus (B) the Target Bonus Amountany additional compensation as may be expressly required under applicable law; and
(iv) a payment equal to pro-rated Target Bonus for the year of such employment termination (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to determined by multiplying the Effective Date between Executive and Target Bonus by a fraction, the Company to numerator of which is the extent outstanding as number of days during the date fiscal year of termination that Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable at the same time bonuses for such year are subject paid to forfeiture on other senior executives of the date Company (the “Pro-rated Bonus”).
8.4.2 Subject to Sections 8.5, 14 and 15, Enhanced Severance Payments (other than Final Compensation) will be provided in the form of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices, during the twelve (C12) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsmonth period following the Change in Control Termination, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest of the Employee’s employment.
8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and become non-forfeitablethe Company, and (C) all outstanding Performance Vesting LTIP Awardsupon a Change in Control Termination, if any, that are subject the Employee will be entitled to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, Subject to Sections 8.5, 14 and 15.
8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Zai Lab LTD)
Change in Control Termination. If, during (a) Upon the Employment Period, termination of the Company shall terminate the ExecutiveEmployee’s employment hereunder pursuant to a Termination without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Company shall Employee nor his beneficiary or estate will have no any further obligations rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued Benefits;Final Compensation in accordance with Section 5.1;
(ii) the Prorated Bonus;an aggregate payment equal to twelve (12) months’ Base Salary;
(iii) an aggregate payment equal to twelve (12) months of the Company shall pay Company’s portion of monthly premiums payable immediately prior to the Executive, on the 60th day following the effective date of terminationsuch termination with respect to health, a lump sum amount equal to dental, and vision insurance coverage for the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus AmountEmployee; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior a payment equal to the Effective Date between Executive Pro-rated Bonus.
(b) Subject to Sections 5.5, 5.6 and 5.7, other than Final Compensation, Enhanced Severance Payments will be paid as follows: the Company to amounts under Section 5.4(a)(ii) and Section 5.4(a)(iii) will be provided in the extent outstanding as form of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices during the twelve- (C12-) month period following the effective date of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsthe termination of the Employee’s employment, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest of the Employee’s employment.
(c) Notwithstanding anything to the contrary in any agreement between the Employee and become non-forfeitablethe Company, and (C) all outstanding Performance Vesting LTIP Awardsupon a Change in Control Termination, if any, that are subject the Employee will be entitled to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, subject to Sections 5.5, 5.6 and 5.7.
(d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Zai Lab LTD)
Change in Control Termination. If, during the Employment Period, the Company shall terminate or the Bank terminates Executive’s employment without Cause (and other than upon the Executive’s death for Cause or Permanent Disability), or if the Executive shall terminate her terminates employment for Good Reason, in either each case, in connection with, or within twelve twenty-four (1224) months following, following the consummation of a Change in Control Control, then, subject to Executive’s execution within fifty (any such termination 50) days following the Date of employmentTermination, a “Change in Control Termination”)and non-revocation, of the Release, the Company shall have no further obligations pay to Executive the Executive except as followsfollowing:
(i) the Accrued BenefitsObligations, the Unpaid Annual Bonus, the Inaugural Equity Award and the Other Benefits in accordance with the terms of Sections 5(a)(i), (ii), (v) and (vi), respectively;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum an amount equal to the product of two times (2xA) three (3) multiplied by (B) the sum of (Ax) the Annual Base Salary and (y) the Target Annual Bonus as in effect for the fiscal year in which the Date of Termination (or, if greater, for the fiscal year in which the Change in Control) occurs, payable in a lump sum within sixty (60) days following the Date of Termination; provided, however, if the Change in Control does not constitute an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto, any portion of the foregoing payment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall instead be paid on the Annual Base Salary schedule contemplated by Section 5(a)(iii) to the extent required by Section 409A of the Code;
(iii) an amount equal to the product of (A) the amount of the monthly premiums for coverage under the Company’s or and its Affiliates’ health care plans for purposes of continuation coverage under Section 4980B of the Code with respect to the level of coverage in effect for Executive and Executive’s spouse and dependents as of immediately prior to any reduction if the termination is for Good Reason because Date of a reduction in the Annual Base Salary) plus Termination, multiplied by (B) 36, payable in a lump sum within sixty (60) days following the Target Bonus AmountDate of Termination; provided, however, if the Change in Control does not constitute an event described in Section 409A(a)(2)(v) of the Code and the regulations thereto, any portion of the foregoing payment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall instead be paid on the schedule contemplated by Section 5(a)(iv) to the extent required by Section 409A of the Code; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior an amount equal to the Effective product of (x) the Target Annual Bonus for the fiscal year in which the Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause Termination occurs (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsor, if anygreater, that are subject to forfeiture on for the date of termination shall fully vest and become non-forfeitable, fiscal year in which the Change in Control occurs) and (Cy) all outstanding Performance Vesting LTIP Awardsa fraction, if any, that are subject to forfeiture on the date numerator of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of which is the number of shares days in the fiscal year in which the Date of Common Stock granted Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum within sixty (60) days following the Date of Termination. For the avoidance of doubt, if applicable, any amount payable pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d5(b) shall be determined without regard to any reduction in lieu compensation that resulted in Executive’s termination of any amounts that would otherwise employment for Good Reason. If Executive does not execute the Release within fifty (50) days following the Date of Termination, or if Executive revokes the Release, Executive shall be paid or provided under Section 4(a), Section 4(bentitled to only the compensation and benefits contemplated by Sections 5(a)(i) and Section 4(c(vi).
Appears in 1 contract
Change in Control Termination. If, during the Employment Period, If (1) the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if (2) the Executive shall terminate her employment for Good Reason, or (3) the Executive’s employment is terminated based on the Company electing to not renew or extend the Employment Period on the fifth (5th) anniversary, or any subsequent anniversary, of the Effective Date, in either each case, in connection withupon, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and;
(iv) (A) all prior share Awards granted to the Executive pursuant to any agreement(s) entered into prior to the Effective Date between the Executive and the Company to and any portion of the extent Initial LTIP Award, in each case, that remain outstanding as of the date of termination that are subject to forfeiture on as of the date of termination shall fully vest and become non-forfeitableforfeitable on the date of termination; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv4(c)(iv); (B) all outstanding Time Vesting equity awards granted to the Executive under the Incentive Plan that are subject to time-based vesting (including but not limited to Annual LTIP Awards that are RSU Awards), if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitableforfeitable on the date of termination, and (C) all outstanding equity awards granted to the Executive under the Incentive Plan that are subject to performance-based vesting (including but not limited to Annual LTIP Awards that are Performance Vesting LTIP RSU Awards), if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable on the date of termination at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such equity award, or (2) the performance level that has been achieved as of the date of termination; and
(v) If the Company’s group health plans are subject to the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if the Executive elects to continue coverage for the Executive and/or the Executive’s spouse and eligible dependents, if any, under COBRA, the Company shall promptly reimburse the Executive on a monthly basis for the difference between the amount the Executive pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Subsidy”). Each payment of the COBRA Subsidy shall be paid to the Executive on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which the Executive submits to the Company documentation of the applicable premium payment having been paid by the Executive, which documentation shall be submitted by the Executive to the Company within thirty (30) days following the date on which the applicable premium payment is paid. The Executive shall be eligible to receive such reimbursement payments until the earliest of: (1) the date that is twelve (12) months following the date of termination; (2) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (3) the date on which the Executive becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by the Executive); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain the Executive’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if the COBRA Subsidy cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company, then the Company and the Executive shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to the Executive without such adverse impact on the Company. The amounts payable or to be provided under this Section 4(d4(c) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c4(b).
Appears in 1 contract
Sources: Employment Agreement (Seaport Entertainment Group Inc.)
Change in Control Termination. If, during (a) Upon the Employment Period, termination of the Company shall terminate the ExecutiveFounder’s employment hereunder pursuant to a Termination without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Company shall Founder nor her beneficiary or estate will have no any further obligations rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued Benefits;Final Compensation in accordance with Section 5.1;
(ii) the Prorated Bonus;an aggregate payment equal to eighteen (18) months’ Base Salary;
(iii) an aggregate payment equal to eighteen (18) months of the Company shall pay Company’s portion of monthly premiums payable immediately prior to the Executive, on the 60th day following the effective date of terminationsuch termination with respect to health, a lump sum amount equal to dental, and vision insurance coverage for the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus AmountFounder; and
(iv) a payment equal to the sum of (Ax) all prior share Awards granted to Executive pursuant to any agreement(ssix (6) entered into months’ Base Salary, (y) two times the Target Bonus and (z) six (6) months of the Company’s portion of monthly premiums payable immediately prior to the Effective Date between Executive and the Company to the extent outstanding as of the effective date of such termination that are subject with respect to forfeiture on health, dental, and vision insurance coverage for the date Founder.
(b) Subject to Sections 5.5 and 14.3, other than Final Compensation, Enhanced Severance Payments will be paid as follows: (i) the amounts under Section 5.4(a)(ii) and Section 5.4(a)(iii) will be provided in the form of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices during the eighteen- (C18-) month period following the effective date of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsthe termination of the Founder’s employment, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest and become non-forfeitableof the Founder’s employment, and (Cii) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture the amount under Section 5.4(a)(iv) will be paid in a lump sum on the next regular pay day following the date on which the Release of termination shall fully Claims (as defined below) becomes effective and immediately vest irrevocable.
(c) Notwithstanding anything to the contrary in any agreement between the Founder and become non-forfeitable at the greater of (1) Company, upon a Change in Control Termination, the Founder will be entitled to one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Founder by the Company, subject to Sections 5.5 and 14.3.
(d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Change in Control Termination. If, during 8.4.1 Upon the Employment Period, termination of the Company shall terminate the ExecutiveEmployee’s employment without hereunder pursuant to a Termination Without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor her beneficiary or estate will have any further rights or claims against the Company shall have no further obligations or any Affiliates under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued BenefitsFinal Compensation in accordance with Section 8.1;
(ii) the Prorated Bonusan aggregate amount equal to twelve (12) months’ Base Salary;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum an aggregate amount equal to twelve (12) months of the product Company’s portion of two times (2x) monthly premiums for health, dental and vision insurance benefits as in effect for the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary Employee immediately prior to any reduction if the termination is for Good Reason because effective date of a reduction such termination, payable in accordance with the Company’s normal payroll policies and at the same rate and in the Annual Base Salary) same manner as set forth in Sections 3.1 and 3.4 hereof, plus (B) the Target Bonus Amountany additional compensation as may be expressly required under applicable law; and
(iv) a payment equal to pro-rated Target Bonus for the year of such employment termination (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to determined by multiplying the Effective Date between Executive and Target Bonus by a fraction, the Company to numerator of which is the extent outstanding as number of days during the date fiscal year of termination that Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable at the same time bonuses for such year are subject paid to forfeiture on other senior executives of the date Company (the “Pro-rated Bonus”).
8.4.2 Subject to Section 8.5, 14 and 15, Enhanced Severance Payments (other than Final Compensation) will be provided in the form of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices, during the twelve (C12) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsmonth period following the Change in Control Termination, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest of the Employee’s employment.
8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and become non-forfeitablethe Company, and (C) all outstanding Performance Vesting LTIP Awardsupon a Change in Control Termination, if any, that are subject the Employee will be entitled to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, subject to Section 8.5, 14 and 15.
8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Zai Lab LTD)
Change in Control Termination. IfNotwithstanding any other provision contained herein (including any expiration of the Term), during the Employment Period, the Company shall terminate if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (and other than upon on account of the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or each case within twelve (12) months following, following a Change in Control (any such termination of employmentControl, a “Change in Control Termination”the Executive shall be entitled to receive the Severance Amount and Medical Benefits Continuation provided under Section 3.2(a), the Company shall have no further obligations to the Executive except as follows:
that: (i) the Accrued Benefits;
Severance Amount shall be equal to two (2) times the sum of his Base Salary and Target Annual Bonus Opportunity amount, and payable in a lump sum; (ii) the Prorated Bonus;
such pro rata bonus shall be deemed achieved at a target level of performance; and (iii) notwithstanding the Company terms of any equity incentive plan or award agreements, as applicable, all outstanding unvested stock options/stock appreciation rights granted to the Executive during the Employment Term (including the Option) shall pay the Executive, on the 60th day become fully vested and exercisable for six (6) months following the Change of Control date of terminationand all outstanding equity-based and other long-term compensation awards, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which other than stock options/stock appreciation rights, shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive become fully vested and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination restrictions thereon shall fully vest and become non-forfeitablelapse; provided, that that, any delays in the settlement or payment of such Awards awards that are subject set forth in the applicable award agreement and that are required under Section 409A shall remain in effect. The Company’s obligations to performance-based vesting restrictions or conditions shall instead be treated provide the Severance Amount and Medical Benefit Continuation described in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d3.2(b) shall be in lieu of any amounts that would otherwise be paid or provided conditioned upon the Executive’s continued compliance with his obligations under Section 4(a), Section 4(b4 of this Agreement and the Executive’s execution and delivery to the Company of the Release attached hereto as Exhibit B and the period (if any) and Section 4(c)during which the Release can be revoked has expired within such 45-day period.
Appears in 1 contract
Change in Control Termination. If(i) Notwithstanding any other provision contained herein, during the Employment Period, the Company shall terminate if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (and other than upon on account of the Executive’s death or Permanent Disability), or if in each case within twenty-four (24) months following a Change in Control, the Executive shall terminate her employment for Good Reasonbe entitled to receive the Accrued Amounts and subject to Executive’s compliance with Sections 5 through 9 of this Agreement and the Executive’s execution of an effective release, as set forth in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”Section 4(e), the Company Executive shall have no further obligations be entitled to receive the Executive except as followsfollowing:
(iA) Payment of a Pro Rata Bonus, payable at the Accrued Benefitstime described in Section 3(b);
(iiB) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date Payment of termination, a lump sum an amount equal to the product of two times (2x2) and the sum of (AX) the Annual Executive’s Base Salary for the year of termination (which excluding any reductions thereto that serve as the basis for a termination for Good Reason) and (Y) Target Bonus for the year of termination, such amount to be paid in a lump sum as soon as practicable after the Termination Date but no later than the earliest time permitted under Section 4(e) and Section 21;
(ii) If the Executive timely and properly elects health continuation coverage under COBRA, the Company, at the Company’s sole discretion, shall either (X) continue the Executive’s health care coverage under the Company’s health plans for a period of three (3) months commencing on the Termination Date or until the Executive (and the Executive’s eligible dependents, if any) receives comparable coverage from a subsequent employer. Such coverage shall be on the Annual Base Salary same basis as coverage is made available to executives employed by the Company (including, without limitation, co-pays, deductibles and other required payments and limitations), with the Company paying the applicable COBRA premium in excess of the amount paid by active employees for such coverage or otherwise providing such coverage to Executive for the amount paid by active employees for such coverage and Executive’s qualifying event for purposes of COBRA shall be treated as occurring at the Termination Date; or (Y) pay the Executive a cash lump sum payment equal to (i) three (3) multiplied by (ii) the excess of the monthly applicable COBRA premium as of the Executive’s Termination Date for health care coverage Executive (and Executive’s eligible dependents, if any) had from the Company immediately prior to any reduction the Executive’s Termination Date over the monthly dollar amount the Executive would have paid to the Company for such health care coverage if the termination is Executive remained employed for Good Reason because the three (3) month period commencing on the Termination Date;
(iii) Immediate vesting of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amountall Equity Awards; and
(iv) (A) all prior share Awards granted Reimbursement of up to Executive pursuant to any agreement(s) entered into prior $10,000 for executive outplacement services provided by a firm of the Executive’s choosing, subject to the Effective Date between Executive and Executive’s presentation of appropriate invoices or other reasonable documentation, by a date to be determined by the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c)its sole discretion.
Appears in 1 contract
Sources: Employment Agreement (Six Flags Entertainment Corp)
Change in Control Termination. If, during (a) Upon the Employment Period, termination of the Company shall terminate the ExecutiveEmployee’s employment hereunder pursuant to a Termination without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Company shall Employee nor his beneficiary or estate will have no any further obligations rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued Benefits;Final Compensation in accordance with Section 5.1;
(ii) the Prorated Bonus;an aggregate payment equal to twelve (12) months’ Base Salary;
(iii) an aggregate payment equal to twelve (12) months of the Company shall pay Company’s portion of monthly premiums payable immediately prior to the Executive, on the 60th day following the effective date of terminationsuch termination with respect to health, a lump sum amount equal to dental, and vision insurance coverage for the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus AmountEmployee; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior a payment equal to the Effective Date between Executive Pro-rated Bonus.
(b) Subject to Sections 5.5, 13.3 and 13.4, Enhanced Severance Payments (other than Final Compensation) will be paid as follows: the Company to amounts under Section 5.4(a)(ii)-(iv) will be provided in the extent outstanding as form of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices during the twelve- (C12-) month period following the effective date of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsthe termination of the Employee’s employment, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest of the Employee’s employment.
(c) Notwithstanding anything to the contrary in any agreement between the Employee and become non-forfeitablethe Company, and (C) all outstanding Performance Vesting LTIP Awardsupon a Change in Control Termination, if any, that are subject the Employee will be entitled to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Company, subject to Sections 5.5, 13.3 and 13.4.
(d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Zai Lab LTD)
Change in Control Termination. If(a) Notwithstanding any other provision contained herein, during the Employment Period, the Company shall terminate if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (and other than upon on account of the Executive’s death or Permanent Disability), in each case either concurrently with or if within twenty-four (24) months following a Change in Control, the Executive shall terminate her employment be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for Good Reason, which the Company assigns significant value in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”)agreeing to this Section 5.4, the Company Executive shall have no further obligations be entitled to receive the Executive except as followsfollowing:
(i) a lump sum payment upon the Accrued Benefitseffectiveness of the Release equal to three (3) times his average base salary and annual cash incentive payments (partial years being annualized) for the immediately preceding five (5) taxable years (or such shorter period as the Executive was employed);
(ii) If the Prorated BonusExecutive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of:
(x) the second year anniversary of the Termination Date;
(iiiy) the Company shall pay date the Executive, on the 60th day following the date of termination, a lump sum amount equal Executive is no longer eligible to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amountreceive COBRA continuation coverage; and
(ivz) the date on which the Executive receives/becomes eligible to receive substantially similar coverage from another employer.
(Ab) all prior share Awards granted to Executive pursuant to The term “Change in Control” shall mean the occurrence of any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as one or more of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards 319066077v.1 that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 1 contract
Sources: Employment Agreement (Seaport Entertainment Group Inc.)
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause If (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12i) months following, a Change in Control occurs during the Term of Employment, (ii) within twenty-four (24) months after the effective date of such Change in Control, the occurrence of one or more of the following conditions; (X) failure by the Company to comply with any such provision of this Agreement, (Y) reduction of Employee’s Base Salary without the prior written consent of the Employee, or (Z) a substantial and material diminution in Employee’s title, duties or responsibilities which the Employee currently maintains without the prior written consent of the Employee, and (iii) within ninety (90) days thereafter Employee or the Company terminates Employee’s employment (an employment termination of employmentthat satisfies the foregoing conditions, a “Change in Control Termination”), the Company then Employee shall have no further obligations be entitled to the Executive except as followsreceive:
(i) the The Accrued Benefits;Obligations; and
(ii) Subject to the Prorated Bonus;
limitations set forth in Section 12(b), within thirty (iii30) days (or forty-five (45) days in the event that such termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967)) after the date that Employee executes and delivers a Release to the Company shall pay or, to the Executiveextent required by Section 409A of the Code, on the 60th first day of the seventh month following such date, and subject to the date of terminationRelease under Section 7(i), a lump sum amount equal to the product twelve (12) months of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into effect immediately prior to the Effective Date between Executive date Employee’s employment terminates (without regard to any decrease in the rate of Employee’s Base Salary made after such Change in Control). Following such termination of Employee’s employment, except as set forth in this Section 7(e) and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (CSection 7(h) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP AwardsAgreement, if any, that are subject Employee shall have no further right to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, any compensation or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided any other benefits under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c)Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Flux Power Holdings, Inc.)
Change in Control Termination. If, during Notwithstanding anything to the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reasoncontrary set forth herein, in either case, in connection with, or within twelve (12) months following, the event of a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Bonus;
(iiiv) the Company shall pay to the Executive the Accrued Obligations;
(vi) the Company shall pay to the Executive:
(A) an amount equal to two (2.0) times the sum of (1) Executive’s then current Annual Base Salary and (2) then current Target Bonus Amount,
(B) an amount equal to a pro rata Annual Bonus for the year of termination, calculated and paid in accordance with Section 3(b), which pro-ration shall reflect the number of days the Executive was employed by the Company in the applicable year prior to the Date of Termination, and
(C) provided that the Executive timely elects to continue his coverage in the Company’s group health plan under the federal law known as “COBRA”, a monthly amount equal to that portion of the monthly health premiums for such coverage paid by the Company on behalf of the 60th day Executive prior to the date of the Change in Control Termination until the date that is twenty-four (24) months following the date of termination, a lump sum amount equal the Change in Control Termination (the “Health Continuation Benefits”);
(vii) with respect to the product of two times Sign-On Equity, (2xi) the sum time-based restricted stock units will fully accelerate as of the Date of Termination, and (Aii) the Annual Base Salary (which performance-based restricted stock units shall be treated as earned at target levels (assuming the Annual Base Salary performance period had not yet ended) and shall vest on a pro rata basis based on the elapsed portion of the performance period prior to any reduction if the termination is for Good Reason because Date of a reduction in the Annual Base Salary) plus (B) the Target Bonus AmountTermination; and
(ivviii) any stock options, restricted stock, restricted stock units, performance stock units or similar awards (or any awards or rights issued in exchange for such grants in connection with a Change in Control or otherwise) (other than the Sign-On Equity), shall be treated as follows: (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to such awards or rights that vest solely based on the Effective Date between Executive and the Company to the extent outstanding Executive’s continued service over time shall immediately become fully vested as of the date of termination that are subject to forfeiture on the date of termination shall fully vest Change in Control Termination and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardssuch awards or rights that vest upon the occurrence of specified performance metrics, if any, that are subject to forfeiture on the date of termination shall fully be treated as earned and vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of as follows: (1) one hundred percent (100%) of if the number of shares of Common Stock granted pursuant to each such award, or (2) the full performance level that period has been achieved elapsed as of the date of terminationthe Change in Control Termination, such awards and rights shall be earned based on actual achievement of the applicable performance goals, as provided in the applicable award agreement and shall immediately become vested without pro-ration and (2) otherwise, such awards and rights shall be earned based on assumed achievement of the applicable performance goals at 100% of the performance target, as provided in the applicable award agreement, and shall immediately vest as to a prorated portion of each such award or right based on the number of days of the Executive’s actual employment or other service with the Company prior to the Change in Control Termination during the applicable full performance period; provided, that, if the Executive does not experience a Change in Control Termination prior to the end of the applicable original performance period, such awards and rights shall be earned based on assumed achievement of the applicable performance goals at 100% of the performance target, as provided in the applicable award agreement, and shall be eligible to vest as of the last day of the applicable original performance period without pro-ration, subject to the terms of the applicable award agreement. The Any stock options, restricted stock, restricted stock units, performance stock units or similar awards (or any awards or rights issued in exchange for such grants in connection with a Change in Control or otherwise) that do not vest after application of the preceding sentence or clause (iii) hereof shall be immediately forfeited without payment due thereon. Notwithstanding the foregoing, in the event that the Health Continuation Benefits would subject the Executive or the Company to any tax or penalty under the ACA or Section 105(h) of the Code (as defined below), or applicable subsequent regulations, guidance or successor statutes, the Executive and the Company agree to work together in good faith to restructure the Health Continuation Benefits in a manner that avoids such adverse consequences. All amounts payable or to hereunder (except the pro rata Annual Bonus, which is payable in accordance with Section 3(b), the Accrued Obligations, which shall be provided under calculated and paid in a lump sum in cash within thirty (30) days of the date of the Change in Control Termination and the Health Continuation Benefits, which shall be paid as described above in this Section 4(d5(d)) shall be paid in lieu cash in a lump sum on the date that is the later of sixty (60) days following the date of the Change in Control Termination or sixty (60) days following the consummation of the Change in Control (except that, if the Change in Control Termination occurs due to a qualifying termination within six (6) months prior to a Change in Control, such payment will be made over the twenty-four (24) months following the Date of Termination, with the first payment(s) being payable in arrears on the date that is sixty (60) days following the Date of Termination). Notwithstanding anything to the contrary set forth herein, the Executive shall not be entitled to any amounts that would otherwise be paid payment or provided under benefit pursuant to clauses (ii) or (iii) of this Section 4(a)5(d) unless the Executive shall have, Section 4(bat the written request of the Company or Holdco, executed the Release no later than twenty-one (21) days (or, if so instructed by the Company, forty-five (45) days) following the date of the Change in Control Termination and Section 4(c)shall not have revoked such release in accordance with its terms.
Appears in 1 contract
Change in Control Termination. If, during 8.4.1 Upon the Employment Period, termination of the Company shall terminate the ExecutiveEmployee’s employment without hereunder pursuant to a Termination Without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Employee nor his beneficiary or estate will have any further rights or claims against the Company shall have no further obligations or any Affiliates under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued BenefitsFinal Compensation in accordance with Section 8.1;
(ii) the Prorated Bonusan aggregate amount equal to twelve (12) months’ Base Salary;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum an aggregate amount equal to twelve (12) months of the product Company’s portion of two times (2x) monthly premiums for health, dental and vision insurance benefits as in effect for the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary Employee immediately prior to any reduction if the termination is for Good Reason because effective date of a reduction such termination, payable in accordance with the Company’s normal payroll policies and at the same rate and in the Annual Base Salary) same manner as set forth in Sections 3.1 and 3.4 hereof, plus (B) the Target Bonus Amountany additional compensation as may be expressly required under applicable law; and
(iv) a payment equal to pro-rated Target Bonus for the year of such employment termination (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to determined by multiplying the Effective Date between Executive and Target Bonus by a fraction, the Company to numerator of which is the extent outstanding as number of days during the date fiscal year of termination that Employee is employed by the Company and the denominator of which is three hundred and sixty-five (365)), payable at the same time bonuses for such year are subject paid to forfeiture on other senior executives of the date Company (the “Pro-rated Bonus”).
8.4.2 Subject to Section 8.5, 14 and 15, Enhanced Severance Payments (other than Final Compensation) will be provided in the form of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices, during the twelve (C12) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsmonth period following the Change in Control Termination, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest of the Employee’s employment.
8.4.3 Notwithstanding anything to the contrary in any agreement between the Employee and become non-forfeitablethe Company, and (C) all outstanding Performance Vesting LTIP Awardsupon a Change in Control Termination, if any, that are subject the Employee will be entitled to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Employee by the Parent Company, subject to Section 8.5, 14 and 15.
8.4.4 For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Sources: Employment Agreement (Zai Lab LTD)
Change in Control Termination. If, during (a) Upon the Employment Period, termination of the Company shall terminate the ExecutiveFounder’s employment hereunder pursuant to a Termination without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment a Termination for Good Reason, in either case, in connection with, or Reason within twelve (12) months following, following a Change in Control (any such termination of employment, being referred to in this Agreement as a “Change in Control Termination”), neither the Company shall Founder nor her beneficiary or estate will have no any further obligations rights or claims against the Company, its affiliates or its subsidiaries under this Agreement except to receive the Executive except as follows:following (in the aggregate, the “Enhanced Severance Payments”):
(i) the Accrued Benefits;Final Compensation in accordance with Section 5.1;
(ii) the Prorated Bonus;an aggregate payment equal to eighteen (18) months’ Base Salary;
(iii) an aggregate payment equal to eighteen (18) months of the Company shall pay Company’s portion of monthly premiums payable immediately prior to the Executive, on the 60th day following the effective date of terminationsuch termination with respect to health, a lump sum amount equal to dental, and vision insurance coverage for the product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus AmountFounder; and
(iv) a payment equal to the sum of (Ax) all prior share Awards granted to Executive pursuant to any agreement(ssix (6) entered into months’ Base Salary, (y) two times the Target Bonus and (z) six (6) months of the Company’s portion of monthly premiums payable immediately prior to the Effective Date between Executive and the Company to the extent outstanding as of the effective date of such termination that are subject with respect to forfeiture on health, dental, and vision insurance coverage for the date Founder.
(b) Subject to Sections 5.5, 5.6 and 5.7, other than Final Compensation, Enhanced Severance Payments will be paid as follows: (i) the amounts under Section 5.4(a)(ii) and Section 5.4(a)(iii) will be provided in the form of termination shall fully vest and become non-forfeitable; providedsalary continuation, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated payable in equal installments in accordance with clause the Company’s normal payroll practices during the eighteen- (C18-) month period following the effective date of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awardsthe termination of the Founder’s employment, if any, provided that are subject to forfeiture the first such payment will be made on the next regular pay day following the date on which the Release of Claims (as defined below) becomes effective and irrevocable and will be retroactive to effective date of the termination shall fully vest and become non-forfeitableof the Founder’s employment, and (Cii) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture the amount under Section 5.4(a)(iv) will be paid in a lump sum on the next regular pay day following the date on which the Release of termination shall fully Claims (as defined below) becomes effective and immediately vest irrevocable.
(c) Notwithstanding anything to the contrary in any agreement between the Founder and become non-forfeitable at the greater of (1) Company, upon a Change in Control Termination, the Founder will be entitled to one hundred percent (100%) accelerated vesting of any then-outstanding unvested stock options, restricted stock or other equity awards granted to the Founder by the Company, subject to Sections 5.5, 5.6 and 5.7.
(d) For purposes of this Agreement, “Change in Control” means the occurrence of any of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).following:
Appears in 1 contract
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her his employment for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except as follows:
(i) the Accrued Benefits;
(ii) the Prorated Target Bonus;
(iii) the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product of two one times (2x1x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awardsequity compensation awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable forfeitable, with any awards that vest based on the achievement of performance metrics vesting at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a), Section 4(b) and Section 4(c).
Appears in 1 contract
Change in Control Termination. IfNotwithstanding Section 2.4(c) above, if prior to but in connection with a Change in Control or during the Employment Period, the Company shall terminate the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment for Good Reason, in either case, in connection with, or within twelve (12) months following, 18 month period following a Change in Control (i) Executive’s employment with the Company or its successor is terminated by the Company or its successor without Cause (other than by reason of the Company’s or its successors election and timely notice to terminate Executive’s employment at the end of the Initial Term or any such termination Renewal Period in accordance with Section 2.4(a) hereof or by reason of employment, a “Change in Control Termination”death or disability), or (ii) Executive terminates his employment with the Company shall have no further obligations or its successor for Good Reason, Executive shall, subject to satisfaction of the Executive except as followsRelease Condition described in Section 2.4(e) below, be entitled to:
(i1) all previously earned and accrued but unpaid Base Salary up to the Accrued Benefitsdate of such termination;
(ii2) the Prorated Bonus;
(iii) the Company shall severance pay the Executive, on the 60th day following the date of termination, a lump sum in an amount equal to the product 18 months of two times (2x) the sum of (A) the Annual Base Salary (paid in equal installments on the dates on which shall be the Annual Executive’s Base Salary prior to any reduction if would otherwise have been paid in accordance with the termination is for Good Reason because of a reduction Company’s normal payroll dates in the Annual Base Salary) plus (B) the Target Bonus Amount; and
(iv) (A) all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive and the Company to the extent outstanding effect as of the date of Executive’s termination of employment as if Executive’s employment had continued for such period, provided that are subject to forfeiture the delay of the payment of any such amounts pending satisfaction of the Release Condition described in Section 2.4(e) below shall be accumulated and paid on the first of the Company’s first such scheduled payroll date following satisfaction of the Release Condition;
(3) a lump sum payment equal to one and one-half times the mean of payment obligations incurred (but not necessarily paid) under any short-term incentive or annual bonus plan maintained by the Company with respect to each of the three completed fiscal years or fiscal determination periods prior to the fiscal year in which such termination occurs (or fewer fiscal years or fiscal periods if the Executive has not been a participant in the Company’s annual or short-term incentive bonus plan for the entirety of each such three prior fiscal years or fiscal determination periods), payable as soon as practicable following the Executive’s termination of employment, provided that in no event shall fully vest such lump-sum payment occur later than March 15 of the year following the year in which such termination occurs, and become non-forfeitable; providedfurther provided that if the three fiscal years prior to the fiscal year in which such termination occurs includes a fiscal year or fiscal determination period that was less than 12 months in duration (i.e., a transition fiscal year), the payments described under this Section 2.4(c)(4) for such fiscal year or fiscal determination period shall, for purposes of this Section 2.4(c)(4), be annualized by multiplying the payout for such year or period by a fraction, the numerator of which is 12 and the denominator of which is the number of whole months during such year or period
(4) for such period of time that Executive or any such Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated of Executive’s dependents is eligible for and elects COBRA continuation coverage (in accordance with clause (C) Section 4980B of the Code), Executive’s cost of coverage shall be the employee contribution rate that would have applied if Executive had remained in active employment with the Company during such period, provided that any amounts payable to Executive in connection with this Section 4(d)(iv); (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of termination. The amounts payable or to be provided under this Section 4(d2.4(d)(4) shall be in lieu paid on an after tax basis on the first regularly scheduled payroll date of any amounts that would otherwise each month for which such amount is payable. All payments shall be paid or provided under Section 4(a)subject to deductions for customary withholdings, Section 4(b) including, without limitation, federal and Section 4(c)state withholding taxes and payroll taxes.
Appears in 1 contract
Sources: Executive Employment Agreement (MGP Ingredients Inc)