Good. Reason; Other Than for Cause, Death or Disability. If, during the Employment ------------------------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate 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: (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 Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to as the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar 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) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and (B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Annual Bonus; (ii) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately; (iii) for the three-year period following the Date of Termination, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Sources: Employment Agreement (National Commerce Bancorporation)
Good. Reason; Other Than for Cause, Death or Disability. If, during -------------------------------------------------- the Employment ------------------------------------------------- Period, the Company or Bank shall terminate the Executive's employment other than for Cause, death Death or Disability or the Executive shall terminate employment for Good Reason, then, subject to Section 6 of this Agreement:
(i) the 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) the A. The sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, paid ("Accrued Salary") and (2) the product of (x) the Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to ), for the most recently completed fiscal year during the Employment Period, if any, or, in the event that a fiscal year has not been completed during the Employment Period as of the "Recent Annual Date of Termination, the Minimum Bonus") , and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, 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) to the extent not theretofore paid 365 (the sum of the amounts described in clauses (1), (2) and (32) shall be hereinafter referred to as the "Accrued Obligations"); and
B. The greater of (B1) the amount equal to the product of (1i) three the number of months remaining in the Employment Period on the Date of Termination (the "Continuation Period"), divided by twelve and (ii) the sum of (x) the Executive's Annual Base Salary and (y) the Annual Bonus paid or payable for the most recently completed fiscal year during the Employment Period (the "Recent Annual Bonus"), or, in the event that a fiscal year has not been completed during the Employment Period as of the Date of Termination, the Minimum Bonus, and (2) the amount equal to the sum of (x) the Executive's Annual Base Salary and (y) the Recent Annual Bonus, payable in 24 equal monthly installments (as appropriate, the "Termination Payment");
(ii) For the Option greater of (1) one year or (2) the Continuation Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall become immediately after the Executive's Date of Termination 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 fully exercisable policies described in Section 3(b)(iv) of this Agreement if the Executive's employment had not been terminated 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 the restrictions on the Restricted Stock shall lapse immediatelyits affiliated companies and their families;
(iii) for the three-year period following the Date of Termination, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and
(iv) to To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Sources: Employment Agreement (Mercantile Bancorporation Inc)
Good. Reason; Other Than for Cause, Death or Disability. If, during the Employment ------------------------------------------------- Period, the Company Corporation shall terminate the Executive's employment other than for Cause, death Cause or Disability or the Executive shall terminate employment for Good Reason:
(i) the Company Corporation 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) 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 Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to as the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar fiscal year through the Date of Termination, and the denominator of which is 365, and (3) any compensation previously deferred by the Executive under non-qualified plans (together with any accrued interest or earnings thereon) ), except for compensation deferred under Parent's Equity Unit Plan (which shall be paid out or deferred in accordance with elections made under such Equity Unit Plan and the related rabbi trust documents), and the value of any unused paid time off and/or accrued sabbatical, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
(B) B. the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary Salary, and (y) the Recent Annual Bonus;
Executive's Base Salary multiplied by the Bonus Percentage. For purposes of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage obtained by dividing (ii1) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(iii) for the three-year period following the Date of Termination, annual bonus earned by the Executive and in any year beginning with the Executive's dependents shall continue to be eligible to participate third full year before the date on which a Change in Control occurs by (2) the medical, dental and health benefit plans and arrangements applicable base salary paid to the Executive immediately prior to for such year. The amount described in the Date first sentence of Termination on the same terms this clause B shall be paid in lieu of, and conditions as in effect for the Executive and hereby waives the Executive's dependents immediately prior right to the Date receive, any other amount of Termination; and
(iv) severance relating to the extent not theretofore paid salary or provided, the Company shall timely pay or provide bonus continuation to be received by the Executive any other amounts or benefits required to be paid or provided or which upon termination of employment of the Executive is eligible to receive under any severance plan, program, policy or practice or contract or agreement arrangement of the Company and Corporation or its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").companies; and
Appears in 1 contract
Sources: Change of Control Employment Agreement (Providian Financial Corp)
Good. Reason; Other Than for Cause, Death or Disability. If, during the Employment ------------------------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death Cause or Disability or the Executive shall terminate 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:
(A) 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 higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) ), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Recent Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar 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) vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
(B) B. the amount equal to the product of (1) the lesser of three and the number of years and fractions thereof remaining between the Date of Termination and the Executive's Normal Retirement Date (such lesser number, the "Multiplier") and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Highest Annual Bonus; and
C. an amount equal to the difference between (a) the aggregate benefit under the Monsanto Pension Plan and any successor thereto, and any other qualified defined benefit retirement plans of the Company and its affiliated companies in which the Executive participates (collectively, the "Retirement Plan") and the Monsanto Company ERISA Parity Pension Plan, the Monsanto Company Supplemental Retirement Plan, and any successors thereto, any other "top hat," excess or supplemental defined benefit retirement plans of the Company and its affiliated companies in which the Executive participates, and any Individual SERP (collectively, the "SERP") which the Executive would have accrued (whether or not vested) if the Executive's employment had continued for a number of years after the Date of Termination equal to the Multiplier, and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation during such period of deemed continued employment after the Date of Termination was that required by Section 4(b)(i) and Section 4(b)(ii), and using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect for purposes of computing benefit entitlements under the Retirement Plan and the SERP at any time from the day before the Effective Date) through the Date of Termination;
(ii) for a number of years after the Option Executive's Date of Termination equal to the Multiplier, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall become immediately 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 fully exercisable policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated 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, provided, however, that if the restrictions Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and 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 a number of years after the Date of Termination equal to the Multiplier and to have retired on the Restricted Stock shall lapse immediatelylast day of such period;
(iii) for the three-year period following the Date of TerminationCompany shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Terminationsole discretion; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Sources: Employment Agreement (Solutia Inc)
Good. Reason; Other Than for Cause, Death or Disability. If, during the Employment ------------------------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death or Disability or the Executive shall terminate 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:
(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 Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to as the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar 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) to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
(B) the amount equal to the product of (1) three the number of months and portions thereof from the Date of Termination until the expiration of the Employment Period (the "Continuation Period"), divided by twelve, and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Annual Bonus;
(ii) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(iii) for the three-year period following Option and all options granted prior to the date hereof that are vested, but unexercised, as of the Date of TerminationTermination shall remain exercisable for the period during which they would have been exercisable absent the termination of the Executive's employment;
(iv) for the duration of the Continuation Period, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and
(ivv) for the duration of the Continuation Period, the Company shall maintain the Split Dollar Agreement and continue to pay all premiums due under the Split Dollar Agreement and the Insurance Policy; provided, however, that upon or at any time prior to the expiration of the Continuation Period, the executive or the then owner of the Insurance Policy may terminate the Split Dollar Agreement and the Collateral Assignment Agreement by paying to the Company an amount equal to the total amount of the premiums advance by the Company (or its predecessor and their affiliates) in accordance with the Split Dollar Agreement as of the date of termination of the Split Dollar Agreement, minus any withdrawals of cash value or loan proceeds received by the Company or its affiliates from the cash value of the Insurance Policy and which were made to the Company or its affiliates as of the date of the termination of the Split Dollar Agreement (such payment may, in the discretion of the Executive or other owner of the policy, be made in cash or may be accomplished by means of a loan or withdrawal of cash values of the Insurance Policy which is authorized by the Executive or such other owner of the Insurance Policy) (the "Insurance Policy Buy-Out Option"); and
(vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").
Appears in 1 contract
Sources: Employment Agreement (National Commerce Bancorporation)
Good. Reason; Other Than for Cause, Death or Disability. If, during the Employment ------------------------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death Cause or Disability or the Executive shall terminate 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:
(A) 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 higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) ), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Recent Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar 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) vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
(B) B. the amount equal to the product of (1) three the lesser of two and the number of years and fractions thereof remaining between the Date of Termination and the Executive's Normal Retirement Date (such lesser number, the "Multiplier") and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Highest Annual Bonus;
(ii) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(iii) for the three-year period following the Date of Termination, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and
(iv) C. an amount equal to the extent not theretofore paid or provideddifference between (a) the aggregate benefit under the Monsanto Pension Plan and any successor thereto, the Company shall timely pay or provide to the Executive and any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement qualified defined benefit retirement plans of the Company and its affiliated companies through in which the Date of Termination Executive participates (such other amounts and benefits shall be hereinafter referred to as collectively, the "Other BenefitsRetirement Plan").) and the Monsanto Company ERISA Parity Pension Plan, the Monsanto Company Supplemental Retirement Plan, and any
Appears in 1 contract
Sources: Employment Agreement (Solutia Inc)
Good. Reason; Other Than for Cause, Death or Disability. If, during the Employment ------------------------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death Cause or Disability or the Executive shall terminate 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:
(A) 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 higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) ), for the most recently completed fiscal year during the Employment Period, if any (such higher amount being referred to as the "Recent Highest Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the current calendar 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) vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter referred to as the "Accrued Obligations"); and
(B) B. the amount equal to the product of (1) the lesser of three and the number of years and fractions thereof remaining between the Date of Termination and the Executive's Normal Retirement Date (such lesser number, the "Multiplier") and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Highest Annual Bonus;
(ii) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(iii) for the three-year period following the Date of Termination, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and
(iv) C. an amount equal to the extent not theretofore paid or provideddifference between (a) the aggregate benefit under the Monsanto Pension Plan and any successor thereto, the Company shall timely pay or provide to the Executive and any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement qualified defined benefit retirement plans of the Company and its affiliated companies through in which the Executive participates (collectively, the "Retirement Plan") and the Monsanto Company ERISA Parity Pension Plan, the Monsanto Company Supplemental Retirement Plan, and any successors thereto, any other "top hat," excess or supplemental defined benefit retirement plans of the Company and its affiliated companies in which the Executive participates, and any Individual SERP (collectively, the "SERP") which the Executive would have accrued (whether or not vested) if the Executive's employment had continued for a number of years after the Date of Termination equal to the Multiplier, and (b) the actual vested benefit, if any, of the Executive under the Retirement Plan and the SERP, determined as of the Date of Termination (with the foregoing amounts to be computed on an actuarial present value basis, based on the assumption that the Executive's compensation during such period of deemed continued employment after the Date of Termination was that required by Section 4(b)(i) and Section 4(b)(ii), and using actuarial assumptions no less favorable to the Executive than the most favorable of those in effect for purposes of computing benefit entitlements under the Retirement Plan and the SERP at any time from the day before the Effective Date) through the Date of Termination;
(ii) for a number of years after the Executive's Date of Termination equal to the Multiplier, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, 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 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, 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 and other welfare benefits described herein shall be secondary to those provided under such other amounts plan during such applicable period of eligibility; and for purposes of determining eligibility of the Executive for retiree benefits shall be hereinafter referred pursuant to as the "Other Benefits").such plans, practices, programs
Appears in 1 contract
Sources: Employment Agreement (Solutia Inc)
Good. Reason; Other Than than for Cause, Death Cause or Disability. If, during the Employment ------------------------------------------------- ------------------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death Cause or Disability or the Executive shall terminate employment for Good Reason:, the Company shall have the following obligations.
(i) the 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) the amount equal to the product of (x) 2.5 and (y) the sum of (1) the Executive's Annual Base Salary through and the Date Executive's 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 Termination severance relating to salary or bonus continuation to be received by the extent not theretofore paidExecutive upon such termination of employment under any severance plan, policy or arrangement of the Company; and
(2B) the amount equal to the product of (x) the Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to as the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the then current calendar fiscal year through the Date of Termination, and the denominator of which is 365, ; and
(C) the amount of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid and (3) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to and not yet paid by the extent Company and any accrued vacation pay of the Executive not theretofore yet paid (by the sum Company. For purposes of this Agreement, the aggregate of the amounts described in clauses (1A), (2B) and (3C) of this Section 6(a) shall hereafter be hereinafter referred to as the "Accrued ObligationsSpecial Termination Amount."); and
(B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Annual Bonus;
(ii) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(iii) for the three-year For 30 months after such termination of employment, or such longer period following the Date of Termination, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract policy may provide, the Company shall continue benefits to the Executive and, where applicable, 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 agreement policies of the Company and its affiliated companies through generally applicable 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 at any time thereafter generally with respect to other peer executives of Termination the Company and its affiliated companies and their families (such other amounts and continuation of such benefits shall be for the applicable period set forth herein hereinafter referred to as the "Other BenefitsWelfare Benefit Continuation"). For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive 7 shall be considered to have remained employed until the end of such 30 months' period and to have retired on the last day of such period. In the event the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under any employer provided plan, the medical or other welfare benefits described herein shall not be provided by the Company during such applicable period of eligibility, but shall resume if such period of eligibility shall terminate. In the case of any benefit subject to the continuation coverage requirements of Section 4980A of the Code, the Executive and his covered dependents shall be considered to have lost their coverage by reason of the termination of employment at the end of the Welfare Benefit Continuation period or, if earlier, on the day before the day the Executive becomes covered by a plan sponsored by another employer as provided above.
(iii) The 30 month period referred to in Section 6(a)(ii) of this Agreement (or, if longer, the period provided in each such plan) shall be considered a period of service for all purposes (including, as applicable, benefit accrual, employer contributions, and matching) under each of the plans described in Section 4(b)(iii) of this Agreement, and the accrued benefit or employer contributions of the Executive under each such plan shall be determined as if the Executive had been employed through the end of such period; provided, however, that if the provision of benefits under any employee benefit plan pursuant to this Section 6(a)(iii) (or Section 6(a)(ii) of this Agreement) would cause such plan to violate any minimum coverage or nondiscrimination requirement of the Code, the provisions of Section 4(b)(ix) of this Agreement shall apply. For purposes hereof, any matching employer contribution for any period that ends during such 30 months shall be determined as if the Executive had made the same employee contribution during such period as he made during the last period ending prior to or with the date of termination (or, if greater, the actual amount of the Executive's contribution for such period).
Appears in 1 contract
Good. Reason; Other Than than for Cause, Death Cause or Disability. If, during the Employment ------------------------------------------------- ------ ----------------------------------- Period, the Company shall terminate the Executive's employment other than for Cause, death Cause or Disability or the Executive shall terminate employment for Good Reason:, the Company shall have the following obligations.
(i) the 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) the amount equal to the product of (x) 3.0 and (y) the sum of (1) the Executive's Annual Base Salary through and the Date Executive's 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 Termination severance relating to salary or bonus continuation to be received by the extent not theretofore paidExecutive upon such termination of employment under any severance plan, policy or arrangement of the Company; and
(2B) the amount equal to the product of (x) the Annual Bonus paid or payable to the Executive in respect of the fiscal year ending immediately prior to the Date of Termination including any bonus or portion thereof which has been earned but deferred (and annualized for any calendar year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months) (such amount being referred to as the "Recent Annual Bonus") and (y) a fraction, the numerator of which is the number of days in the then current calendar fiscal year through the Date of Termination, and the denominator of which is 365, ; and
(C) the amount of the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid and (3) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) to and not yet paid by the extent Company and any accrued vacation pay of the Executive not theretofore yet paid (by the sum Company. For purposes of this Agreement, the aggregate of the amounts described in clauses (1A), (2B) and (3C) of this Section 6(a) shall hereafter be hereinafter referred to as the "Accrued ObligationsSpecial Termination Amount."); and
(B) the amount equal to the product of (1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Recent Annual Bonus;
(ii) the Option shall become immediately and fully exercisable and the restrictions on the Restricted Stock shall lapse immediately;
(iii) for the three-year For 36 months after such termination of employment, or such longer period following the Date of Termination, the Executive and the Executive's dependents shall continue to be eligible to participate in the medical, dental and health benefit plans and arrangements applicable to the Executive immediately prior to the Date of Termination on the same terms and conditions as in effect for the Executive and the Executive's dependents immediately prior to the Date of Termination; and
(iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract policy may provide, the Company shall continue benefits to the Executive and, where applicable, 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 agreement policies of the Company and its affiliated companies through generally applicable 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 at any time thereafter generally with respect to other peer executives of Termination the Company and its affiliated companies and their families (such other amounts and continuation of such benefits shall be for the applicable period set forth herein hereinafter referred to as the "Other BenefitsWelfare Benefit Continuation"). For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive 7 shall be considered to have remained employed until the end of such 36 months' period and to have retired on the last day of such period. In the event the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under any employer provided plan, the medical or other welfare benefits described herein shall not be provided by the Company during such applicable period of eligibility, but shall resume if such period of eligibility shall terminate. In the case of any benefit subject to the continuation coverage requirements of Section 4980A of the Code, the Executive and his covered dependents shall be considered to have lost their coverage by reason of the termination of employment at the end of the Welfare Benefit Continuation period or, if earlier, on the day before the day the Executive becomes covered by a plan sponsored by another employer as provided above.
(iii) The 36 month period referred to in Section 6(a)(ii) of this Agreement (or, if longer, the period provided in each such plan) shall be considered a period of service for all purposes (including, as applicable, benefit accrual, employer contributions, and matching) under each of the plans described in Section 4(b)(iii) of this Agreement, and the accrued benefit or employer contributions of the Executive under each such plan shall be determined as if the Executive had been employed through the end of such period; provided, however, that if the provision of benefits under any employee benefit plan pursuant to this Section 6(a)(iii) (or Section 6(a)(ii) of this Agreement) would cause such plan to violate any minimum coverage or nondiscrimination requirement of the Code, the provisions of Section 4(b)(ix) of this Agreement shall apply. For purposes hereof, any matching employer contribution for any period that ends during such 36 months shall be determined as if the Executive had made the same employee contribution during such period as he made during the last period ending prior to or with the date of termination (or, if greater, the actual amount of the Executive's contribution for such period).
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