Good Reason; Other Than for Cause or Disability Sample Clauses

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts (such aggregate being hereinafter referred to as the "Special Termination Amount"): A. the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (3) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (including, without limitation, compensation, bonus, incentive compensation or awards deferred under the FPL Group, Inc. Deferred Compensation Plan or incentive compensation or awards deferred under the FPL Group, Inc. Long-Term Incentive Plan of 1985, the FPL Group, Inc. Long Term Incentive Plan of 1994, or pursuant to an individual deferral agreement) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2), and (3) being herein called the "Accrued Obligations"); and B. the amount equal to the product of (1) the greater of two or the number of years (with any partial year expressed as a fraction) remaining in the Employment Period and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Highest Annual Bonus; provided, however, that such amount shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and C. the maximum amount payable under all performance share grants and all other long term incentive compensation grants to the Executive, calculated as though the Executive had remained employed by the Company for the remainder of the Employment Period and on the basis of actual achievement of performance measures through the end of the fiscal year preceding the fiscal year in which the Date of Termination occurs and thereafter assuming 100% achievement of all performance measures through the end...
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Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) one (1) and (y) the sum of (i) Annual Base Salary and (ii) the Annual Bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year. In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control or other event shall have occurred before the Date of Termination that would result in the Executive becoming entitled to receive payments under this Agreement or any other arrangement that would be "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), the Company shall not be obligated to make such payments to the Executive to the extent necessary to eliminate any "excess parachute payments" as defined in said Section 280G; provided, however, that if the Executive would be ...
Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, Disability, or death or if the Employee shall terminate the Employee’s employment for Good Reason. the Company shall pay to the Employee in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts: (i) to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of Termination; and (ii) the product of (x) the highest Annual Bonus earned by the Employee during the two fiscal years immediately preceding the Date of Termination, or, if higher, the Employee’s Target Bonus after the date of this Agreement until two Annual Bonuses have actually been earned and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is three hundred sixty-five (365); and (iii) two (2)-times the Employee’s Highest Base Salary; and (iv) two (2)-times the Employee’s highest Annual Bonus earned by the Employee during two fiscal years immediately preceding the Date of Termination, provided that Employee’s Annual Bonus under this Section 6(d)(i)(D) after the date of this Agreement shall be the Employee’s Target Bonus until an Annual Bonus has actually been earned; and (v) in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; (vi) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them as if the Employee’s employment had not been terminated, in accordance with the most favorable employee benefit plans of the Company and its subsidiaries (including health insurance and life insurance) during the ninety-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees and their families; and (vii) all outstanding equity awards shall immediately vest and, as applicable, become exercisable, and all outstanding options or stock appreciation rights shall remain outstanding and exercisable for the two (2) year period following the Date...
Good Reason; Other Than for Cause or Disability. If, during the Employment Period, (i) the Company shall terminate the Executive’s employment other than for Cause or Disability, or (ii) the Executive shall terminate employment for Good Reason: (i) Subject to the execution by the Executive and the Company of a release of claims in favor of the Company, substantially in the form attached hereto as Exhibit D, the Company shall pay to the Executive the aggregate of the following amounts: A. The sum of (1) the Executive’s accrued but unpaid Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3), shall be hereinafter referred to as the “Accrued Obligations”). The Accrued Obligations shall be paid in a lump sum on the Date of Termination of Executive’s employment; provided that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A to defer any portion of the Annual Bonus described above, then for all purposes of this Section 5, such deferral election, and the terms of the applicable arrangement shall apply, and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below). B. A pro rata Annual Bonus for the year of termination (“Pro Rata Bonus”), based upon the actual achievement of the performance objectives as determined by the Committee for the fiscal year of termination, to be paid in a lump sum at the same time as the Annual Bonus is paid to other senior executives of the Company, but in no event later than two and one-half months following the end of the fiscal year in which occurs the Date of Termination; provided that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A to defer any portion of the Annual Bonus described above, then for all purposes of this Section 5, such deferral election, and the terms of the applicable arrangement...
Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purp...
Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or if the Executive shall terminate employment under this Agreement for Good Reason (as such terms are defined herein, except as noted below): (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. all Accrued Obligations; and B. the Special Bonus, to the extent not previously paid or accrued (for purposes of clarification, i.e., not included in Accrued Obligations), as calculated in accordance with Section 4(b)(iv) herein; (ii) the Company shall timely pay and provide the Welfare Benefit Continuation; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical or other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; (iii) the Company shall transfer to the Executive the insurance policy written with respect to the Executive under the Company’s Group Term Life Insurance Policy for Executive Officers and the right to the full cash surrender value thereof; and (iv) In the event of a termination for “Good Reason” or termination without “Cause” as such terms are defined in the Cytyc Change of Control Agreement during the twenty-four months following the Closing Date, then the Company shall provide any benefits or payments provided to Executive under the Cytyc Change of Control Agreement, including, but not limited to, all benefits under Sections 2(a)(i)(A), 2(a)(ii), 2(a)(iii), 2(a)(iv), Section 3 and Section 15, subject to Section 4 with respect to execution of a mutual release in good faith; provided, however, that in no event will Executive be entitled to a payment under Section 2(a)(i)(B), which Executive acknowledges he is to receive upon the consummation of the Merger.
Good Reason; Other Than for Cause or Disability. If, during the Post-CIC Period, the Company terminates the Executive's employment other than for Cause or Disability, or the Executive terminates his or her employment for Good Reason, then in consideration of Executive's services rendered prior to such termination all of the following shall take place:
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Good Reason; Other Than for Cause or Disability. If, at any time during the period beginning with the Effective Date and ending on the third anniversary of such date, the Company shall terminate the Executive’s employment other than for Cause, Disability or death, or if the Executive shall terminate his employment with the Company for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination a severance payment, the value of which is three times the Executive’s base amount of compensation (as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986 (the “Code”)) including, but not limited to, such items as salary, bonus, fringe benefits, and deferred compensation, less one dollar ($1.00), subject, however, to Section 3(b) of this agreement.
Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Employee’s employment other than for Cause, Disability, or death or if the Employee shall terminate his employment for Good Reason: (i) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. to the extent not theretofore paid, the Employee’s Highest Base Salary through the Date of Termination; and B. the product of (x) the greater of the Annual Bonus paid or payable (annualized for any fiscal year consisting of less than twelve full months or for which the Employee has been employed for less than twelve full months) to the Employee for the most recently completed fiscal year during the Employment Period, if any, or the average bonus (annualized for any fiscal year consisting of less than twelve full months or with respect to which the Employee has been employed by the Company for less than twelve full months) paid or payable to the Employee by the Company and its affiliated companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (the “Average Annual Bonus”), such greater amount being hereafter referred to as the “Highest Annual Bonus,” and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; C. the product of (x) three and (y) the sum of (i) the Highest Base Salary and (ii) the Average Annual Bonus; and D. in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with accrued interest thereon, if any) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and (ii) for the remainder of the Employment Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at least equal to those which would have been provided to them as if the Employee’s employment had not been terminated, in accordance with the most favorable employee welfare benefit plans (as such term is defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) of the Company and its subsidiaries (including health insurance and life insurance) during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect...
Good Reason; Other Than for Cause or Disability. If the Company shall terminate the Executive's employment other than for Cause or Disability during the Effective Period, or the Executive shall terminate employment for Good Reason during the Effective Period, the Company agrees, subject to Section 8, to make the payments and provide the benefits described below: (i) The Company shall pay to the Executive in a cash lump sum within 10 days from the date of the Executive's termination of employment an amount equal to the product of (A) and (B), where (A) is two and (B) is the Executive's annual base salary at the highest of the rate in effect at any time during the three years preceding the date of termination. (ii) The Company shall also pay to the Executive in a cash lump sum within 10 days from the date of termination an amount equal to the sum of (A) Executive's base salary through the date of termination, plus (B) any compensation previously deferred by the Executive (together with any accrued earnings or interest thereon), plus (C) any accrued vacation pay, in each case to the extent not theretofore paid (the amounts referred to in this paragraph (ii) are hereinafter referred to as the "Accrued Obligations"). (iii) The Company shall also pay to the Executive in a cash lump sum within 10 days from the date of termination an amount equal to the excess of (A) over (B), where (A) is equal to the single sum actuarial equivalent of what would be the Executive's accrued benefits under the terms of the Southern California Water Company Pension Plan (or any successor thereto), including any supplemental retirement plan providing additional pension benefits, (hereinafter together referred to as the "Pension Plan") at time of the Executive's termination of employment, without regard to whether such benefits are "vested" thereunder, if the Executive were credited with an additional two years of continuous service after the termination of Executive's employment with the Company at the Executive's highest annual rate of compensation covered by such Pension Plan within the three years preceding the date of the termination of the Executive's employment with the Company and (B) is equal to the single sum actuarial equivalent of the Executive's accrued benefits under the Pension Plan at the time of the Executive's termination of employment. The payment under this paragraph (iii) shall not extinguish any rights the Executive has to benefits under the Pension Plan. For purposes of this paragraph, "actuarial equivalent" s...
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