Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). Upon the death of Executive, all unvested stock options shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, all unvested stock options shall immediately vest and become exercisable and Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7 (a) shall apply. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. (d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, (i) the Company shall pay Executive an amount equal to two (2) times the sum of Executive's Average Base Salary and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); and
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bia lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received based grants and awards held by Executive for each of shall be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, Executive (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)Salary, until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the date of termination occurred and (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall applyif any.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,Company (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period, , the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four (24) monthsa lump sum within 30 days following the Date of Termination. Anything in this Agreement to the contrary notwithstanding, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean if at the average time of the annual Base Salary received Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s date of termination, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive for each of shall be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive may notify the Company that he desires to be relocated to Australia. If Executive provides such notice to the Company, then the Company will either directly pay or reimburse the Executive for the real estate commission actually paid upon the sale of his primary US residence, the other closing costs associated with such sale, the reasonable travel and moving expenses necessary to relocate the Executive, his spouse, his family, his household goods and one vehicle to Australia. In addition, the Company will reimburse the Executive for any required stamp duty payable in Australia with respect to such relocation. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide the Executive with any form of employment or engagement with MPL if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive’s employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (aA) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). Upon the death of Executive, all unvested stock options shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(bB) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, all unvested stock options shall immediately vest and become exercisable and Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7health
(a) shall apply.
(cC) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(dD) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay Executive an amount equal to two (2) times the sum of Executive's Average Base Salary and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); and
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid incentive compensationstatutory entitlements , if any, under Subparagraph 3(a). plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred.. Upon the death of Executive, Executive (i) all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s and MPL’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, neither MPL or the Company shall have no any further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to MPL, MPL shall provide the following benefits to Executive:
(i) MPL shall pay Executive an amount equal one (1) times the sum of ( A) Executive’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the “Termination Amount”). The Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination. The Termination Amount shall include the payment of any required notice period as set forth in Subparagraph 6(d).
(ii) Upon the Date of Termination (i) all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with MPL’s then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by MPL for Cause as provided in Subparagraph 6(c), then MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given given. Thereafter, the Company and his accrued and unpaid incentive compensation, if any, MPL shall have no further obligations to Executive except as otherwise expressly provided under Subparagraph 3(a)this Agreement. In addition, subject all stock options granted to signing Executive after August 1, 2002 and held by Executive as of a general release the Date of claims Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or the remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in a form and manner satisfactory accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or the Company,
(i) the Company shall pay Executive an amount equal ’s or MPL’s obligations relating to two (2) times the sum agreements or benefits that are unrelated to termination of Executive's Average Base Salary and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); andemployment.
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Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, (i) all unvested stock options granted to Executive on or after June 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after June 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims (the “Release”) in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average a lump sum within 30 days following effective date of the annual Base Salary received Release. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options granted to Executive on or after June 1, 2007 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive for each of shall be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company’s then existing severance policies, the Company shall, for so long as the Executive, his spouse and beneficiaries remain eligible for continuation coverage under the law know as COBRA, but not for longer than one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
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Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his her death, plus his her accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors),. Upon the death of Executive, all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary Salary, plus accrued vacation and accrued and unpaid incentive compensation, (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices, in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this AgreementAgreement during the period over which the Termination Amount is being paid, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination, all stock options granted to the Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. FurthermoreAll other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
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Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, Executive all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, compensation,(including any bonus payment if any, under Subparagraph 3(a), ) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors) until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall applyif any.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bia lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received based grants and awards held by Executive for each of shall be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive may notify the Company that he desires to be relocated to Australia. If Executive provides such notice to the Company, then the Company will either directly pay or reimburse the Executive for the real estate commission actually paid upon the sale of his primary US residence, the other closing costs associated with such sale, the reasonable travel and moving expenses necessary to relocate the Executive, his spouse, his family, his household goods and one vehicle to Australia. In addition, the Company will reimburse the Executive for any required stamp duty payable in Australia with respect to such relocation. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide the Executive with any form of employment or engagement with MPL if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. FurthermoreAll other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of deaththe Date of Termination, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death Date of ExecutiveTermination, all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan Employee Benefit Plan shall also be paid in accordance with the terms of such plan or arrangementplan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his Base Salary and other compensation and benefits provided hereunder. If Executive's employment is terminated by the Company pursuant to Paragraph 4(b), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and plus accrued vacation, at the rate in effect at the time Notice of Termination is given, plus accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a), until Executive's employment that is terminated due earned with respect to disability in accordance with Subparagraph 6(b) any financial period but which has not yet been authorized for payment by the Board of Directors or until Executive terminates his employment in accordance with Subparagraph 6(eany committee thereof which shall be paid if and when it is so authorized by the Board of Directors), whichever first occurs. Upon the Date of Termination, all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Such payments, in the preceding sentenceaggregate, Subparagraph 7
(a) shall applyfully discharge the Company's obligations hereunder.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e4(e) (including where Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the three (3) month period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given given, and his accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average Base Salary in effect on the Date of Termination, and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Notwithstanding the foregoing, in the event that the Executive shall have been employed with the Company (not to include the Executive's previous employment with AMSI, prior to the date of this Agreement) for less than five (5) fiscal years immediately prior to the year of termination, then in such case the Termination Amount shall be calculated as the average annual bonus or other variable cash compensation (including commissions) over the number of full fiscal years that Executive was employed by the Company prior to the year of termination. The Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bia lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received based grants and awards held by Executive for each shall be canceled upon the Date of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive breaches is in breach of any of the provisions contained in Paragraphs 4 and 5 Paragraph 7 of this Agreement, all payments Agreement or any of the Severance Amount provisions contained in Section 5.2 of the Purchase Agreement during the twelve (12) month period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect.
(iii) The Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the period over which payments are being made pursuant to this Subparagraph 5(d)(iii), then all further payments under this Subparagraph 5(d)(iii) shall immediately cease. Furthermore, in .
(e) If Executive's employment is terminated by the event Executive terminates his employment Company for Good Reason Cause as provided in Subparagraph 6(e4(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have thirty (30) days after from the occurrence Date of Termination or the remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the event provisions contained in Paragraph 7 of this Agreement or events which constitute such Good Reason any of the provisions contained in Section 5.2 of the Purchase Agreement during the thirty (30) day period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect.
(f) Nothing contained in the foregoing Subparagraphs 5(a) through 5(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid incentive compensationstatutory entitlements, if any, under Subparagraph 3(a). plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred.. Upon the death of Executive, Executive (i) all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s and MPL’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and plus accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), vacation until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, neither MPL nor the Company shall have no any further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to MPL, the Company,Company and MPL shall provide the following benefits to Executive:
(i) the Company MPL shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bia lump sum within 30 days following the Date of Termination. The Termination Amount shall include the payment of any required notice period as set forth in Subparagraph 6(d).
(ii) Upon the Date of Termination (i) all stock options granted on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received based grants and awards held by Executive for each of shall vest or be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed by be entitled in accordance with MPL’s then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive may notify MPL that he desires to be relocated to the United Kingdom. If Executive provides such notice to MPL, then the Company or MPL will either directly pay or reimburse the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number actual cost of complete fiscal years as Executive may have been employed by packing and moving his personal and household effects from Australia to the Company or the Previous EmployerUK. In no event shall "Average Incentive Compensation" include addition, air travel and accommodations, and incidental expenses while on route from Australia to the UK will be reimbursed by MPL in accordance with Company policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any sign-on bonusform of employment or engagement if Executive is relocated to the UK, retention bonus or any other special bonus. Notwithstanding unless the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his parties expressly agree otherwise.
(e) If Executive’s employment is terminated by MPL for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then MPL shall, through the Severance Amount only if he provides Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued unpaid statutory entitlements at the rate in effect at the time Notice of Termination is given. Thereafter, the Company and MPL shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days under this Agreement. In addition, all stock options granted to Executive after the occurrence August 1, 2002 and held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s or MPL’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his her death, plus his her accrued and unpaid incentive compensationcompensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary and accrued and unpaid incentive compensationcompensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid incentive compensationcompensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of Executive's Average Base Salary and his Average Incentive Compensation in effect on the Date of Termination (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean accordance with the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusCompany's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this AgreementAgreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. Furthermore, For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to period over which the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); andis being paid.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. . Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and Salary, plus accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), vacation until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the date of termination occurred and (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred.. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four (24) monthsa lump sum within 30 days following the Date of Termination. Anything in this Agreement to the contrary notwithstanding, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean if at the average time of the annual Base Salary received Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s date of termination, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive for each of shall be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay Executive an amount equal to two (2) times the sum of Executive's Average Base Salary and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); andis
Appears in 1 contract
Compensation Upon Termination or During Disability. (aA) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). Upon the death of Executive, all unvested stock options shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(bB) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, all unvested stock options shall immediately vest and become exercisable and Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay Executive an amount equal to two (2) times the sum of Executive's Average Base Salary and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); andof
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary plus accrued vacation to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a)) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors) . Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary plus accrued vacation and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a)) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors) , until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, Agreement then all further payments of the Severance Amount shall immediately cease.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. FurthermoreAll other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensation, provided that any bonus payment, if any, under Subparagraph 3(a)) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors. Upon the death of Executive, (i) all unvested stock options that are granted to the Executive on or after the date of this Agreement, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock that are granted to the Executive on or after the date of this Agreement held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that while the Executive remains employed but fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options that are granted to the Executive on or after the date of this Agreement which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock that are granted to the Executive on or after the date of this Agreement held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,Company (a “Release”), the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four a lump sum within 30 days following the effective date of the Release, subject to Paragraph 11 below.
(24ii) monthsUpon the Date of Termination, in arrears. For purposes (i) all stock options that are granted to the Executive on or after the date of this AgreementAgreement which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, "Average Base Salary" and Executive shall mean have twelve (12) months from the average Date of Termination or the annual Base Salary received remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock that are granted to the Executive on or after the date of this Agreement held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) The Company shall, for each so long as the Executive, his spouse and beneficiaries remain eligible for continuation coverage under the law know as COBRA, but not for longer than a period of one (1) year commencing on the three (3) immediately preceding fiscal years or Date of Termination, pay such fewer number health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of complete fiscal years as Termination. In addition to the foregoing, any payments to which Executive may have been employed be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, Executive all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, compensation,(including any bonus payment if any, under Subparagraph 3(a), ) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors) until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall applyif any.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices, in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this AgreementAgreement during the period over which the Termination Amount is being paid, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. FurthermoreAll other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive may notify the Company that he desires to be relocated to Australia. If Executive provides such notice to the Company, then the Company will either directly pay or reimburse the Executive for the real estate commission actually paid upon the sale of his primary US residence, the other closing costs associated with such sale, the reasonable travel and moving expenses necessary to relocate the Executive, his spouse, his family, his household goods and one vehicle to Australia. In addition, the Company will reimburse the Executive for any required stamp duty payable in Australia with respect to such relocation. The Executive acknowledges that the event Company, MPL and its related corporations and entities are not required to provide the Executive terminates his with any form of employment or engagement with MPL if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, (i) all unvested stock options granted to Executive on or after November 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after November 1 , 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after November 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after November 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,Company (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average a lump sum within 30 days following effective date of the annual Base Salary received Release. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options granted to Executive on or after November 1, 2007 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after November 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive for each of shall be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company’s then existing severance policies, the Company shall, for so long as the Executive, his spouse and beneficiaries remain eligible for continuation coverage under the law know as COBRA, but not for longer than one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). Upon the death of Executive, all unvested stock options shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executiveplus his unused paid time off. All other stock-based grants and awards held by Executive shall vest or be canceled treated upon the death of the Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b4(b) or until Executive terminates his employment in accordance with Subparagraph 6(e4(e), whichever first occurs. Upon the Date of Termination, all unvested stock options shall immediately vest and become exercisable and Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled treated upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 75
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given, plus his unused paid time off. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled treated upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), plus his unused paid time off. In addition, subject to signing by Executive of a general mutual release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay Executive an amount equal to two one (21) times the sum of Executive's Average current Base Salary and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four twelve (2412) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous EmployerCompany. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the material provisions contained in Paragraphs 4 and 5 of this the Employee Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Constructive Termination as provided in Subparagraph 6(e4(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f4(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason Constructive Termination as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e4(e); and
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary, to the date of his her death, plus his her accrued and unpaid incentive compensation, if any, compensation under Subparagraph 3(a3
(a). Upon the death of Executive, all All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days one (1) year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all the stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary and accrued and unpaid incentive compensation, if any, compensation payments under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon the Date of Termination, all All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have 360 days one (1) year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all the stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid incentive compensation, if any, compensation under Subparagraph 3(a), pro-rated for any partial year employment. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay provide payments to Executive in an amount equal to two the sum of (2A) times 50 percent of the sum of Executive's Average Base Salary or, if applicable, her Adjusted Base Salary and his her Average Incentive Compensation and (B) the amount provided by the Company's then current severance policy (the "Severance Amount"). The Severance Amount shall be paid out in substantially equal bi-weekly installments over twenty-four (24) monthsquarterly installments, in arrears. For purposes advance, over a period equal to the sum of this Agreementsix months plus the salary continuation period provided by the Company's then current severance policy; provided, "Average Base Salary" however, that in the event Executive commences any employment during such period, the Company shall mean be entitled to set-off against the average remaining Severance Amount the amount of the annual Base Salary any cash compensation received by Executive for from the new employer. The amount payable in each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years quarter will not be subject to any set-off so long as Executive may have been employed by the Company or the Previous Employercertifies in writing prior to each quarterly payment that she has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or and the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. FurthermoreNotwithstanding the foregoing, in the event Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e6(f), he she shall be entitled to the Severance Amount only if he she provides the Notice of Termination provided for in Subparagraph 6(f6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (EF) of Subparagraph 6(e6(f); and;
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary, to the date of his her death, plus his her accrued and unpaid incentive compensation, if any, compensation under Subparagraph 3(a3(b). Upon the death of Executive, all All unvested stock options and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days one (1) year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all the stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary and accrued and unpaid incentive compensation, if any, compensation payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon the Date of Termination, all All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have 360 days one (1) year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all the stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary or, if applicable, her Adjusted Base-Salary at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid incentive compensation, if any, compensation under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay Executive, on the Date of Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"), provided that, at a minimum, Executive shall be entitled to receive an amount in a lump sum (the "Minimum Severance Amount") equal to two (2) times the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the "Severance Amount"). The Severance Amount shall be paid out in substantially equal biCommencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the original three-weekly installments over twenty-four (24) months, in arrearsyear term after the Date of Termination. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the any of Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the any of Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e6(f), he she shall be entitled to the Severance Amount or the Minimum Severance Amount only if he she provides the Notice of Termination provided for in Subparagraph 6(f6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (EF) of Subparagraph 6(e6(f); and;
Appears in 1 contract
Sources: Executive Employment Agreement (Patriot American Hospitality Operating Co\de)
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary to the date of his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). Upon the death of Executive, all unvested stock options shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, all unvested stock options shall immediately vest and become exercisable and Executive shall have 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a7(a) shall apply.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's ’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,
(i) the Company shall pay Executive an amount equal to two (2) times the sum of Executive's ’s Average Base Salary and his Average Incentive Compensation (the "“Severance Amount"”). The Severance Amount shall be paid out in substantially equal bitwice-weekly monthly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "“Average Base Salary" ” shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "“Average Incentive Compensation" ” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "“Average Incentive Compensation" ” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); and
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary and accrued vacation to the date of his her death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred.. Upon the death of Executive, all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse.. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary and Salary, plus accrued and unpaid incentive compensation, if any, under Subparagraph 3(a), vacation until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all unvested of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the date of termination occurred and (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a)plus the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,Company (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average a lump sum within 30 days of the annual Base Salary received Date of Termination. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s date of termination, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, all stock options granted to the Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive for each of shall vest or be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid statutory entitlements and incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, Executive all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary plus accrued vacation and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, MPL shall provide the following benefits to Executive:
(i) the Company MPL shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bia lump sum within 30 days following the Date of Termination
(ii) Upon the Date of Termination all stock options granted on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received based grants and awards held by Executive for each of shall vest or be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with MPL's then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive may notify the Company and MPL that he desires to be relocated to the United Kingdom. If Executive provides such notice to the Company and MPL, then the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from Australia to the UK. In addition, air travel and accommodations, and incidental expenses while on route from Australia to the UK will be reimbursed by the Company or MPL in accordance with Company policy. The Executive acknowledges that the Previous Employer. For purposes Company, MPL and its related corporations and entities are not required to provide to Executive any form of this Agreementemployment or engagement with MPL and its related bodies corporate if Executive is relocated to the UK, "Average Incentive Compensation" shall mean unless the average of the annual incentive compensation under Subparagraph 3(aparties expressly agree otherwise.
(e) received If Executive's employment is terminated by Executive MPL for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then MPL shall, through the Severance Amount only if he provides Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued unpaid statutory entitlements at the rate in effect at the time Notice of Termination is given. Thereafter, the Company and MPL shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days under this Agreement. In addition, all stock options granted to Executive after the occurrence August 1, 2002 and held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's or MPL's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, Executive all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued vacation and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of ( A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially equal bi-weekly installments over twenty-four similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(24iv) monthsIn addition to any other benefits to which Executive may be entitled, in arrearsthe event that Executive is still resident in the United States at the time of termination, then, at any time within 12 months following the Date of Termination, the Executive may notify the Company and MPL that he desires to be relocated to Australia. For purposes of this AgreementIf Executive provides such notice to the Company and MPL, "Average Base Salary" shall mean then the average of Company or MPL will either directly pay or reimburse the annual Base Salary received by Executive for each the actual cost of packing and moving his personal and household effects from the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed United States to Australia. In addition, air travel and accommodations, and incidental expenses while on route from the United States to Australia will be reimbursed by the Company or MPL in accordance with Company policy. The Executive acknowledges that the Previous Employer. For purposes Company, MPL and its related corporations and entities are not required to provide to Executive any form of this Agreementemployment or engagement with MPL and its related bodies corporate if Executive is relocated to Australia, "Average Incentive Compensation" shall mean unless the average of the annual incentive compensation under Subparagraph 3(aparties expressly agree otherwise.
(e) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed If Executive's employment is terminated by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days under this Agreement. In addition, all stock options granted to Executive after the occurrence August 1, 2002 and held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
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Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his her death, plus his her accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a, ) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors),. Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary Salary, plus accrued vacation and accrued and unpaid incentive compensation, (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors) , until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices, in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this AgreementAgreement during the period over which the Termination Amount is being paid, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. FurthermoreAll other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid statutory entitlements and incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, Executive all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and plus accrued vacationand accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, MPL shall provide the following benefits to Executive:
(i) the Company MPL shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with MPL's standard payroll practices in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination all stock options granted on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. FurthermoreAll other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with MPL's then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive terminates may be entitled, at any time within 12 months following the Date of Termination, the Executive may notify the Company and MPL that he desires to be relocated to the United Kingdom. If Executive provides such notice to the Company and MPL, then the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from Australia to the UK. In addition, air travel and accommodations, and incidental expenses while on route from Australia to the UK will be reimbursed by the Company or MPL in accordance with Company policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement with MPL and its related bodies corporate if Executive is relocated to the UK, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by MPL for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then MPL shall, through the Severance Amount only if he provides Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued unpaid statutory entitlements at the rate in effect at the time Notice of Termination is given. Thereafter, the Company and MPL shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days under this Agreement. In addition, all stock options granted to Executive after the occurrence August 1, 2002 and held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's or MPL's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, Executive all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued vacation and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of ( A) Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company's standard payroll practices in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. FurthermoreAll other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, in the event that Executive terminates is still resident in the United States at the time of termination, then, at any time within 12 months following the Date of Termination, the Executive may notify the Company and MPL that he desires to be relocated to Australia. If Executive provides such notice to the Company and MPL, then the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from the United States to Australia. In addition, air travel and accommodations, and incidental expenses while on route from the United States to Australia will be reimbursed by the Company or MPL in accordance with Company policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement with MPL and its related bodies corporate if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days under this Agreement. In addition, all stock options granted to Executive after the occurrence August 1, 2002 and held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of his her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his her death, plus his her accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors),. Upon the death of Executive, all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform his her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his her accrued and unpaid Base Salary Salary, plus accrued vacation and accrued and unpaid incentive compensation, (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination all unvested stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his her accrued and unpaid incentive compensation, compensation (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) the Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the average a lump sum within 30 days of the annual Base Salary received Date of Termination.
(ii) Upon the Date of Termination, all stock options granted to the Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive for each of shall vest or be canceled upon the three Termination Date in accordance with their terms.
(3iii) immediately preceding fiscal years or such fewer number of complete fiscal years as In addition to any other benefits to which Executive may have been employed be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Furthermore, in the event Executive terminates his employment for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
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Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of his death, plus his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable exercisable, and Executive shall have 360 days twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to ExecutiveExecutive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior In addition to the termination first foregoing, any payments to occur as specified which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the preceding sentence, Subparagraph 7
(a) shall applyterms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensationcompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company,, the Company shall provide the following benefits to Executive:
(i) the The Company shall pay Executive an amount equal to two one (21) times the sum of (A) Executive's Average ’s Base Salary in effect on the Date of Termination and his Average Incentive Compensation (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in substantially accordance with the Company’s standard payroll practices in equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes 12 months following the Date of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonusTermination. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. FurthermoreAll other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the event Executive terminates his terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company for Good Reason Cause as provided in Subparagraph 6(e6(c), he shall be entitled to then the Severance Amount only if he provides Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided for in Subparagraph 6(f) within thirty (30) days after the occurrence under this Agreement. In addition, all stock options held by Executive as of the event Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or events which constitute the remaining option term, if earlier, to exercise all such Good Reason vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as specified in clauses (A), (B), (C), (D) and (E) to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of Subparagraph 6(e); andemployment.
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