Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs: (i) The Company terminates the Executive’s employment at anytime without Cause (as defined below); (ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct; (iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location; (iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive; (v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or (vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors. (b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to: (i) Salary and Benefits earned to the Termination Date; (ii) Continued benefits pursuant to Section 6(d); and (iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.
Appears in 2 contracts
Sources: Employment Agreement (NMT Medical Inc), Employment Agreement (NMT Medical Inc)
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 3(f) applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the unvested portion of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The prorated portion of the Stock Option that vests in accordance with such calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such breach; or
termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (vior your legal representative or similar person) Causing until the date which is three months after such involuntary termination, or requiring if earlier, the Executive to report to anyone other than the Chairman expiration date of the Board and/or the Board term of Directorsthis Stock Option.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to:
(i) Salary and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.
Appears in 2 contracts
Sources: Nonqualified Stock Option Grant (Western Union CO), Nonqualified Stock Option Grant (Western Union CO)
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 3(f) applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such breach; or
(vi) Causing policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination of employment or requiring service and the Executive to report to anyone other than denominator of which is the Chairman number of days between the grant date and the fourth anniversary of the Board and/or grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Board Company. The vested portion of Directors.
this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation may be exercised by you (bor your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Executive’s employment Company, a Subsidiary or an Affiliate is terminated involuntarily terminated at any time and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (as defined belowor your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), the Executive shall be entitled to:
(iapplicable to this Stock Option if at such time the provisions of paragraph 5(b) Salary and Benefits earned are more advantageous to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Dateyou.
Appears in 2 contracts
Sources: Nonqualified Stock Option Grant (Western Union CO), Nonqualified Stock Option Grant (Western Union CO)
Involuntary Termination Without Cause. (a) The NOT DUE TO A CHANGE OF CONTROL. In the event of the Executive’s Involuntary Termination not due to a Change of Control, the Executive shall be deemed entitled to have been involuntarily terminated without Cause receive the compensation listed below, subject to his compliance with the terms and conditions of Section 5(f) (as defined below) if one of the following events occurs:“Additional Terms”).
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent shall pay or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled tofollowing payments and benefits:
(iA) Salary and Any Accrued Benefits earned to payable as soon as practical after the Termination Date;
(iiB) Continued benefits pursuant to Section 6(d); andpayment of the Executive’s Base Salary for the applicable Severance Period payable in accordance with the Company’s standard payroll practices even though the Executive is no longer employed;
(iiiC) Continued Salary A lump sum equal to the Executive’s Target Bonus multiplied by the Severance Multiple payable on the Release Effective Date or as soon thereafter as is reasonably practicable;
(D) Continuation of medical, prescription, dental and health care reimbursement benefits for a the Benefits Continuation Period for the Executive and his family through the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, supplemented or substituted from time to time (“COBRA”), in accordance with the applicable plans, programs or policies of the Company, and on such terms applicable to comparably situated active employees during such period (which shall offset the Company’s COBRA obligation, if any), provided that the Executive shall continue to pay to the Company any applicable contribution amounts that the Executive would otherwise have to pay for such benefits if the Executive was still employed by the Company. Further, if the Executive fails to accept available coverage from another employer or fails to notify the Company within 30 days of twelve Executive’s eligibility to receive coverage under another employer’s plan, the Executive’s coverage under this Section 5(c)(i)(D) shall immediately terminate and Executive shall cease to be entitled to any such benefits under this Agreement and shall be required within three (3) months from after such failure to reimburse the Termination DateCompany for the greater of any premiums or any benefits paid after such failure. In addition, the then-exercisable portion Executive agrees that the Company may offset against or deduct from any payments due but not paid under this Section 5 in full or partial payment of each such reimbursement;
(E) The Company shall provide the Executive with professional outplacement services as determined in the Company’s sole discretion until the earliest of (w) six (6) months after the end of the Initial Option Severance Period, (x) the date on which the Executive obtains another full-time job, (y) the date on which the Executive becomes self-employed, and (z) the Performance Option shall remain exercisable for a period date on which the Executive has received all services or benefits due under the applicable Company-sponsored outplacement program. The Company will not pay the Executive cash in lieu of one professional outplacement services;
(1F) year after If the Executive is covered by any Company-sponsored executive life insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period, the Executive will have thirty-one days from the last day of the Severance Period to convert his life insurance coverage to an individual policy;
(G) If the Executive is covered by any Company-sponsored supplemental long-term disability insurance program as of the Termination Date, the Company shall continue to pay for the Executive’s coverage until the end of the Severance Period. At the end of the Severance Period the Executive shall be entitled to keep this policy if he continues to pay the annual premiums; and
(H) Any benefits or rights to which the Executive is entitled under any of the Company’s stock or equity plans in accordance with the terms and conditions of those plans.
(ii) If a Change of Control occurs and the Executive is already receiving severance pay and benefits under Section 5(c) of this Agreement as a result of his Involuntary Termination without Cause not due to a Change of Control, the Company shall pay to the Executive in a lump sum, within seven (7) calendar days after the Change of Control (or as soon thereafter as the payment can reasonably be determined), an amount (in lieu of future periodic payments) equal to the present value of all future cash payments due to the Executive under this Agreement using the prime commercial lending rate published by the Trustee at the time the Change of Control occurs. The Company and the Executive shall continue to be liable to each other for all of their other respective obligations under this Agreement. On the Termination Date or the last day of the month in which the Termination Date occurs (whichever applies under the plan terms), the Executive shall no longer be eligible to participate in any Company plan, program or policy, other that those described in Section 5(c)(i) including, but not limited to, the Company’s long-term incentive plan, short-term disability plan, long-term disability plan, employee stock purchase plan, and business travel accident plan.
Appears in 2 contracts
Sources: Severance Agreement (Ryder System Inc), Severance Agreement (Ryder System Inc)
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 7 applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the unvested portion of the Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The prorated portion of the Stock Option that vests in accordance with such calculation may be exercised by you (or your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such breach; or
termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (vior your legal representative or similar person) Causing until the date which is three months after such involuntary termination, or requiring if earlier, the Executive to report to anyone other than the Chairman expiration date of the Board and/or the Board term of Directorsthis Stock Option.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to:
(i) Salary and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.
Appears in 2 contracts
Sources: Nonqualified Stock Option Grant (Western Union CO), Nonqualified Stock Option Grant (Western Union CO)
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 7 applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such breach; or
(vi) Causing policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination of employment or requiring service and the Executive to report to anyone other than denominator of which is the Chairman number of days between the grant date and the fourth anniversary of the Board and/or grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Board Company. The vested portion of Directors.
this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation, may be exercised by you (bor your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Executive’s employment Company, a Subsidiary or an Affiliate is terminated involuntarily terminated at any time and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (as defined belowor your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), the Executive shall be entitled to:
(i) Salary and Benefits earned applicable to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Datethis Stock Option.
Appears in 1 contract
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 3(f) applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such breach; or
(vi) Causing or requiring policy, the Executive to report to anyone other than unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the Chairman unvested portion of the Board and/or Stock Option by a fraction, the Board numerator of Directors.
which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation may be exercised by you (bor your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Executive’s employment Company, a Subsidiary or an Affiliate is terminated involuntarily terminated at any time and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (as defined below)or your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the Executive Committee (Austria) provisions of paragraph 5(b) above, rather than this paragraph 5(d), shall be entitled to:
(i) Salary and Benefits earned applicable to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Datethis Stock Option.
Appears in 1 contract
Involuntary Termination Without Cause. Except to the extent Subparagraph (aB) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) above applies, if one of Employee’s service with the following events occurs:
Company or a Subsidiary or Affiliate terminates (i) The Company terminates the Executive’s employment at anytime involuntarily and without Cause (as defined below);
and at such time Employee is entitled to receive benefits under a Company severance policy applicable to Employee or (ii) There occurs due to a reduction by in force or the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure elimination of Employee’s position, subject to (x) maintain the ExecutiveEmployee’s eligibility for participation timely execution of an agreement and release in existing benefit plans then being made available by the Company a form acceptable to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after will include restrictive covenants and a comprehensive release of all claims, the Executive gives written notice Units shall be eligible to vest on a prorated basis. Notwithstanding anything to the Company, setting forth contrary in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive Company severance policy applicable to report to anyone other than the Chairman Employee as of the Board and/or effective date of termination of service, such prorated vesting shall be equal to the Board amount of Directors.
(bthe Units which are actually earned, based upon the Committee’s determination of the amount of the Units payable to Employee in accordance with Annex C, for the performance period(s) which have commenced or concluded on or prior to Employee’s termination. If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below)Employee terminates during a performance period, the Executive amount of the Units payable to Employee for that performance period shall be entitled to:
based upon the Committee’s determination of the amount of the Units payable to Employee in accordance with Annex C multiplied by a fraction, the numerator of which shall equal the number of days Employee was employed with the Company during that performance period and the denominator of which shall be 365. For avoidance of doubt, if (i) Salary an Employee terminates following the conclusion of a performance period(s), Employee shall be eligible to receive the entire award, without a pro-rata reduction, based upon the Committee’s determination of the amount of the award payable to Employee in accordance with Annex C, for such performance period(s) and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant Employee terminates prior to Section 6(d); and
(iii) Continued Salary for the commencement of a period of twelve months from performance period, then Employee shall forfeit the Termination Date. In addition, the then-exercisable portion of each the Units associated with such performance period. Such prorated award shall be paid at the same time as if Employee had remained employed with the Company through the end of the Initial Option Restriction Period. The restricted portion of this Performance-Based Restricted Stock Unit Award that does not become vested under such calculation shall be forfeited on Employee’s termination date and shall be cancelled by the Performance Option shall remain exercisable for a period of one (1) year after the Termination DateCompany.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (Western Union CO)
Involuntary Termination Without Cause. Except to the extent paragraph 3(f) applies, if your employment with or service to the Company, a Subsidiary or an Affiliate terminates involuntarily and without Cause and at such time you are an eligible participant in the Severance/Change in Control Policy (aExecutive Committee Level) The (the “Executive Severance Policy”), subject to your timely execution of an agreement and release in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Notwithstanding anything to the contrary in the Executive Severance Policy, such prorated vesting shall be deemed to have been involuntarily terminated without Cause (calculated by multiplying the total number of shares covered by this Stock Option as of the grant date by a fraction, the numerator of which is the number of days between the grant date and the effective date of your termination of employment or service and the denominator of which is the number of days between the grant date and the date of Full Vesting of this Award as defined below) if one in paragraph 3, less the portion of the following events occurs:
this Stock Option which has previously vested (i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at on such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement proration methodology selected by the Company which continues for more than seven the Company determines in its sole discretion yields substantially the same results as the foregoing proration methodology). The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation may be exercised by you (7or your legal representative or similar person) business days after until the Executive gives written notice end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are not an eligible participant in reasonable detail the nature Executive Severance Policy on the date of such breach; or
termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (vior your legal representative or similar person) Causing until the date which is three months after such involuntary termination, or requiring if earlier, the Executive to report to anyone other than the Chairman expiration date of the Board and/or term of this Stock Option. Notwithstanding the Board foregoing, if, at the time of Directors.
(byour termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined belowabove, rather than this paragraph 5(d), the Executive shall be entitled to:
(iapplicable to this Stock Option if at such time the provisions of paragraph 5(b) Salary and Benefits earned are more advantageous to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Dateyou.
Appears in 1 contract
Involuntary Termination Without Cause. The Company may terminate Employee’s employment, other than on account of death, Total Disability or for Cause, on 30 days written notice (a) The Executive shall be deemed to “Termination Without Cause”), in which case Employee will have been involuntarily terminated without Cause (no rights or claims against the Company under this Agreement except as defined below) if one of the following events occursfollows:
(i) The Company terminates Employee (or his estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the Executive’s employment at anytime without Cause date of his termination, and (as defined below)B) any unreimbursed expenses properly incurred;
(ii) There occurs a reduction by All other of Employee’s accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan and program of the Company in which Employee is then participating at the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out time of the Executive’s gross negligence or willful misconducthis termination;
(iii) The Company requires Subject to Employee’s execution of a release satisfactory to the Executive Company, Employee shall receive severance payments in the form of monthly payments of Employee’s Base Salary (as in effect immediately prior to be based principally at any office such termination) for a period of 6 months following the effective date of such termination or location which is outside the remainder of the Greater Boston areaTerm (such period of time, unless the Executive consents to be based principally at such other office or location;“Severance Period”), not exceed 6 months; and,
(iv) The CompanySubject to Employee’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees execution of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice release satisfactory to the Company, setting forth in reasonable detail the nature Company shall continue Employee’s medical benefits coverage existing at the time of such breach; or
his termination for as long as permissible under the Company’s health benefits policies (vinot to exceed 60 days) Causing or requiring and the Executive Company further agrees to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executivepay Employee’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to:
(i) Salary and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary COBRA premiums for a period of twelve months from time equal to the Severance Period, with such premiums to provide for coverage at the same level and subject to the same terms and conditions as in effect for Employee at the time of termination. For the avoidance of doubt, upon any Termination Date. In additionWithout Cause, Employee will immediately be paid all accrued salary, all incentive compensation to the then-exercisable portion extent earned, severance compensation as provided above, vested deferred compensation (other than pension plan or profit sharing plan benefits, which will be paid in accordance with the applicable plan), and accrued vacation pay, all to the date of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Datetermination.
Appears in 1 contract
Involuntary Termination Without Cause. (a) The Executive If the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be deemed to paid the greater of (i) the amounts you would have been involuntarily terminated without Cause entitled to receive under the Layoff, Job Elimination, and Dismissal of Salaried Employee Plan applicable to your Canadian location (as defined belowor successor plan) if one you had been an eligible participant under such plan or (ii) the amounts set forth below in this Section I.B, in either case as soon as practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Involuntary Termination Date, a “specified employee” within the meaning of 409A as determined in accordance with the methodology duly adopted by the Company as in effect on the Involuntary Termination Date, then such amounts shall instead be paid on the first business day following events the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or if sooner, upon your death); and further provided that the amount payable under Section I.B(ii), if applicable, will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to the requirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if applicable, at least 10 days prior to the last day of the aforementioned 60 day period, (i) you execute and return to the Company, to the extent permitted by law, the release agreement attached as Exhibit A (the “Release Agreement”) (or any equivalent form in accordance with local law of your location), and (ii) only to the extent required by applicable law, any period within which you may revoke the Release Agreement (or any equivalent form in accordance with local law of your location) pursuant to the terms thereof has expired without you having revoked the Release Agreement:
(i) The Company terminates a lump sum amount equivalent to your annual base salary as of the Executive’s employment at anytime without Cause (as defined below);Involuntary Termination Date; and
(ii) There occurs a reduction by pro-rated annual bonus for the Company fiscal year in which the Executive’s responsibilitiesInvoluntary Termination Date occurs, authoritieswhich lump sum amount shall be determined based on, powers and duties from for such fiscal year, the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out level of achievement of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires applicable performance goals under the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined belowIncentive Plan(s), the Executive shall be entitled to:
(i) Salary bonus-eligible percentage of your annual base pay in effect and Benefits earned the amount of base pay actually paid to you prior to the Involuntary Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary access to reasonable outplacement services suitable to the Executive’s position for a period of twelve 12 months from or, if earlier, until the first acceptance by the Executive of an offer of employment (to the extent of reimbursement for such outplacement services, such reimbursement shall occur prior to the last day of the 15th month following the Involuntary Termination Date. In addition); and
(iv) (A) if, on the thenInvoluntary Termination Date, you are an active participant who is accruing benefits under any tax-exercisable portion qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of each its affiliates (a “DB Pension Plan”), pursuant to the DB Pension Plan terms, you will receive additional pension service through the earlier of (i) the one year anniversary of your Involuntary Termination Date, and (ii) the date upon which benefit accruals for active employees cease under the terms of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.DB Pension Plan; or
Appears in 1 contract
Involuntary Termination Without Cause. Except to the extent Subparagraph (aB) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) above applies, if one of the following events occurs:
Employee’s service with Western Union terminates (i) The Company terminates the Executive’s employment at anytime involuntarily and without Cause (as defined below);
and at such time Employee is entitled to receive benefits under a Western Union severance policy applicable to Employee or (ii) There occurs due to a reduction by in force or the Company Western Union’s elimination of Employee’s position, subject to Employee’s timely execution of an agreement and release in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior a form acceptable to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after will include restrictive covenants and a comprehensive release of all claims, the Executive gives written notice Units shall be eligible to vest on a prorated basis. Notwithstanding anything to the Company, setting forth contrary in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive Western Union severance policy applicable to report to anyone other than the Chairman Employee as of the Board and/or effective date of termination of service, such prorated vesting shall be equal to the Board amount of Directors.
(bthe Units which are actually earned, based upon the Committee’s determination of the amount of the Units payable to Employee in accordance with Annex D, for the performance period(s) which have commenced or concluded on or prior to Employee’s termination. If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below)Employee terminates during a performance period, the Executive amount of the Units payable to Employee for that performance period shall be entitled to:
based upon the Committee’s determination of the amount of the Units payable to Employee in accordance with Annex D multiplied by a fraction, the numerator of which shall equal the number of days between the Grant Date and Employee’s termination date and the denominator of which is the number of days between the Grant Date and the date of full vesting of this Award. For avoidance of doubt, if (i) Salary an Employee terminates following the conclusion of a performance period(s), Employee shall be eligible to receive the entire award, without a pro-rata reduction, based upon the Committee’s determination of the amount of the award payable to Employee in accordance with Annex D, for such performance period(s) and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant Employee terminates prior to Section 6(d); and
(iii) Continued Salary for the commencement of a period of twelve months from performance period, then Employee shall forfeit the Termination Date. In addition, the then-exercisable portion of each the Units associated with such performance period. Such prorated award shall be paid at the same time as if Employee had remained employed with the Company through the end of the Initial Option Restriction Period. The restricted portion of this Performance-Based Restricted Stock Unit Award that does not become vested under such calculation shall be forfeited on Employee’s termination date and shall be cancelled by the Performance Option shall remain exercisable for a period of one (1) year after the Termination DateCompany.
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Award Agreement (Western Union CO)
Involuntary Termination Without Cause. Except to the extent subparagraph (ab) The Executive applies, if Employee’s employment with Western Union terminates involuntarily and without Cause and at such time Employee is entitled to receive benefits under a Company severance policy, subject to Employee’s timely execution of an agreement and release (the “Release”) in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims, the unvested portion of the Stock Option shall vest on a prorated basis effective on your termination date, with the portion of the Stock Option subject to the execution and non-revocation of a Release vested as of such termination of service but with the exercisability of such portion suspended until the effective date of the Release and, in the event the Release does not become effective, such portion of the Stock Option shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction canceled by the Company for no consideration. Notwithstanding anything to the contrary in the Executive’s responsibilitiesCompany severance policy applicable to Employee as of the effective date of termination of service, authorities, powers and duties from such prorated vesting shall be calculated by multiplying the responsibilities, authorities, powers and duties exercised total number of shares covered by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out Stock Option as of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires Date of Grant by a fraction, the Executive to be based principally at any office or location numerator of which is outside the number of days between the Date of Grant and the effective date of Employee’s termination and the denominator of which is the number of days between the Date of Grant and the Date of Full Vesting, less the portion of the Greater Boston area, unless Stock Option which has previously vested. The unvested portion of the Executive consents to Stock Option that does not become vested under such calculation shall be based principally at such other office or location;
(iv) The Companyforfeited effective on Employee’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available termination date and shall be canceled by the Company to other employees for no consideration. The vested portion of the Company having substantially Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on Employee’s termination date in accordance with the above calculation, may be exercised by Employee (or Employee’s legal representative or similar levels person) until the second anniversary of responsibility as Employee’s termination date or, if earlier, the Executive Expiration Date. If Employee’s employment with or (y) provide service to Western Union is terminated involuntarily and without Cause and Employee is not entitled to benefits under a Company-sponsored severance policy on the date of such termination, the Stock Option shall cease to vest, and to the Executive substantially extent already vested, may thereafter be exercised by Employee (or Employee’s legal representative or similar person) until the same benefits date which is three months after such involuntary termination, or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below)if earlier, the Executive shall be entitled to:
(i) Salary and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Expiration Date.
Appears in 1 contract
Sources: Nonqualified Stock Option Award Agreement (Western Union CO)
Involuntary Termination Without Cause. (a) The Executive If the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be deemed to have been involuntarily terminated without Cause (as defined below) if one paid the greater of the value of (i) any minimum statutory entitlements plus amounts due to you under the severance benefit plans and policies of the Company or its subsidiaries that are applicable to you based on your business or location or (ii) the amounts set forth in this Section I.B; provided, however, that any amounts paid must first be applied to minimum statutory entitlements. If applicable, minimum statutory entitlements shall be paid at the time required by law. Any other amounts shall be paid as soon as practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Involuntary Termination Date, a “specified employee” within the meaning of 409A as determined in accordance with the methodology duly adopted by the Company as in effect on the Involuntary Termination Date, then such amounts shall instead be paid on the first business day following events the date which is six months after the Involuntary Termination Date (the “ Six-Month Delay Date ”) (or if sooner, upon your death); and further provided that the amount payable under Section I.B(ii) will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to the requirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if applicable, at least 10 days prior to the last day of the aforementioned 60 day period, (i) you execute and return to the Company, to the extent permitted by law, the release agreement in the form attached hereto as Exhibit A (the “ Release Agreement ”) (or any equivalent form in accordance with local law of your location) and (ii) any period within which you may revoke the Release Agreement (or any equivalent form in accordance with local law of your location) pursuant to the terms thereof has expired without you having revoked the Release Agreement:
(i) The Company terminates a lump sum amount equivalent to your annual base salary as of the Executive’s employment at anytime without Cause (as defined below);Involuntary Termination Date; and
(ii) There occurs a reduction by pro-rated annual bonus for the Company fiscal year in which the Executive’s responsibilitiesInvoluntary Termination Date occurs, authoritieswhich lump sum amount shall be determined based on, powers and duties from for such fiscal year, the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out level of achievement of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires applicable performance goals under the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined belowIncentive Plan(s), the Executive shall be entitled to:
(i) Salary bonus-eligible percentage of your annual base pay in effect and Benefits earned the amount of base pay actually paid to you prior to the Involuntary Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary access to reasonable outplacement services suitable to the Executive’s position for a period of twelve 12 months from or, if earlier, until the first acceptance by the Executive of an offer of employment (to the extent of reimbursement for such outplacement services, such reimbursement shall occur prior to the last day of the 15th month following the Involuntary Termination Date. In addition); and
(iv) (A) if, on the thenInvoluntary Termination Date, you are an active participant who is accruing benefits under any tax-exercisable portion qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of each its affiliates (a “DB Pension Plan ”), pursuant to the DB Pension Plan terms, you will receive additional pension service through the earlier of (i) the one year anniversary of your Involuntary Termination Date, and (ii) the date upon which benefit accruals for active employees cease under the terms of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.DB Pension Plan; or
Appears in 1 contract
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 3(f) applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such breach; or
(vi) Causing policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination of employment or requiring service and the Executive to report to anyone other than denominator of which is the Chairman number of days between the grant date and the fourth anniversary of the Board and/or grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Board Company. The vested portion of Directors.
this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation may be exercised by you (bor your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Executive’s employment Company, a Subsidiary or an Affiliate is terminated involuntarily terminated at any time and without Cause (as defined below)and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, the Executive this Stock Option shall be entitled to:
(i) Salary cease to vest, and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In additionextent already vested, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.may
Appears in 1 contract
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 7 applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such breach; or
(vi) Causing policy, the unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the number of shares covered by the unvested portion of this Stock Option by a fraction, the numerator of which is the number of days that have elapsed between the grant date and the effective date of your termination of employment or requiring service and the Executive to report to anyone other than denominator of which is the Chairman number of days between the grant date and the fourth anniversary of the Board and/or grant date. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Board Company. The vested portion of Directors.
this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation, may be exercised by you (bor your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Executive’s employment Company, a Subsidiary or an Affiliate is terminated involuntarily terminated at any time and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (as defined belowor your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), the Executive shall be entitled to:
(iapplicable to this Stock Option if at such time the provisions of paragraph 5(b) Salary and Benefits earned are more advantageous to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Dateyou.
Appears in 1 contract
Involuntary Termination Without Cause. (a) The Executive If the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of paid the following events amounts (which you acknowledge would not be due you in the absence of this Agreement) on the Six-Month Delay Date (or if sooner, upon your death) or, with respect to the amount payable under Section II.B(ii), if later, in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, provided that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date, (i) you execute and return to the Company the Release Agreement and (ii) any period within which you may revoke the Release Agreement pursuant to the terms thereof has expired without you having revoked the Release Agreement:
(i) The Company terminates the Executive’s employment at anytime without Cause (a lump sum amount equivalent to two times your annual base salary as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to:
(i) Salary and Benefits earned to the Involuntary Termination Date;
(ii) Continued benefits pursuant a pro-rated annual bonus for the fiscal year in which the Involuntary Termination Date occurs, which lump sum amount shall be determined based on, for such fiscal year, the level of achievement of the applicable performance goals under the Company’s Incentive Plan(s), the bonus-eligible percentage of your annual base pay in effect and the amount of base pay actually paid to Section 6(d); andyou prior to the Involuntary Termination Date;
(iii) Continued Salary for a period $50,000 in consideration of twelve months from execution and delivery of the Release Agreement as provided above;
(iv) if, on the Involuntary Termination Date. In addition, you are an active participant who is accruing benefits under any tax-qualified, supplemental or excess defined benefit pension plan maintained by the then-exercisable portion Company or any of each its affiliates or any other defined benefit plan or agreement entered into between you and the Company or any of its affiliates which is designed to provide you with supplemental defined benefit retirement benefits (a “DB Pension Plan”), a lump sum amount equal to the excess of (I) the actuarial equivalent of the Initial Option and aggregate retirement pension as if you had been credited with an additional 24 months of service following the Performance Option shall remain exercisable for a period of one (1) year after the Involuntary Termination Date.; over
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Involuntary Termination Without Cause. The Company may terminate Employee's employment, other than on account of death, Total Disability or for Cause, on 30 days written notice (a) The Executive shall be deemed to "Termination Without Cause"), in which case Employee will have been involuntarily terminated without Cause (no rights or claims against the Company under this Agreement except as defined below) if one of the following events occursfollows:
(i) The Company terminates Employee (or his estate or representative, asapplicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the Executive’s employment at anytime without Cause date of his termination, and (as defined below)B) any unreimbursed expenses properly incurred;
(ii) There occurs a reduction by All other of Employee's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan and program of the Company in which Employee is then participating at the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out time of the Executive’s gross negligence or willful misconducthis termination;
(iii) The Company requires Subject to Employee's execution of a release satisfactory to the Executive Company, Employee shall receive severance payments in the form of monthly payments of Employee's Base Salary (as in effect immediately prior to be based principally at any office such termination) for a period of 6 months following the effective date of such termination or location which is outside the remainder of the Greater Boston areaTerm (such period of time, unless the Executive consents to be based principally at such other office or location;"Severance Period"), not exceed 6 months; and.
(iv) The Company’s failure Subject to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees Employee's execution of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice release satisfactory to the Company, setting forth in reasonable detail the nature Company shall continue Employee's medical benefits coverage existing at the time of such breach; or
his termination for as long as permissible under the Company's health benefits policies (vinot to exceed 60 days) Causing or requiring and the Executive Company further agrees to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below), the Executive shall be entitled to:
(i) Salary and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary pay Employee's COBRA premiums for a period of twelve months from time equal to the Severance Period, with such premiums to provide for coverage at the same level and subject to the same terms and conditions as in effect for Employee at the time of termination. For the avoidance of doubt, upon any Termination Date. In additionWithout Cause, Employee will immediately be paid all accrued salary, all incentive compensation to the then-exercisable portion extent earned, severance compensation as provided above, vested deferred compensation (other than pension plan or profit sharing plan benefits, which will be paid in accordance with the applicable plan), and accrued vacation pay, all to the date of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Datetermination.
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Involuntary Termination Without Cause. (a) The Executive If the Company terminates your employment for reasons other than Cause, and you fulfill your obligations as set forth in this Agreement, you shall be deemed to paid the greater of (i) the amounts you would have been involuntarily terminated without Cause entitled to receive under the Alcoa USA Corp. Involuntary Separation Plan (as defined belowor successor plan) if one you had been an eligible participant under such plan or (ii) the amounts set forth below in this Section I.B, in either case as soon as practicable after the Involuntary Termination Date but in no event later than 60 days after the Involuntary Termination Date; provided, that if you are, as of the Involuntary Termination Date, a “specified employee” within the meaning of 409A as determined in accordance with the methodology duly adopted by the Company as in effect on the Involuntary Termination Date, then such amounts shall instead be paid on the first business day following events the date which is six months after the Involuntary Termination Date (the “Six-Month Delay Date”) (or if sooner, upon your death); and further provided that the amount payable under Section I.B(ii), if applicable, will be paid in the fiscal year following the fiscal year in which the Involuntary Termination Date occurs, if later than as otherwise specified herein. Payment of the amounts set forth in Section I.B are conditioned upon and subject to the requirement that, on or after the Involuntary Termination Date, and at least 10 days prior to the Six-Month Delay Date or, if applicable, at least 10 days prior to the last day of the aforementioned 60 day period, (i) you execute and return to the Company the release agreement attached as Exhibit A (the “Release Agreement”) and (ii) any period within which you may revoke the Release Agreement pursuant to the terms thereof has expired without you having revoked the Release Agreement:
(i) The Company terminates a lump sum amount equivalent to your annual base salary as of the Executive’s employment at anytime without Cause (as defined below);Involuntary Termination Date; and
(ii) There occurs a reduction by pro-rated annual bonus for the Company fiscal year in which the Executive’s responsibilitiesInvoluntary Termination Date occurs, authoritieswhich lump sum amount shall be determined based on, powers and duties from for such fiscal year, the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out level of achievement of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires applicable performance goals under the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide to the Executive substantially the same benefits or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice to the Company, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined belowIncentive Plan(s), the Executive shall be entitled to:
(i) Salary bonus-eligible percentage of your annual base pay in effect and Benefits earned the amount of base pay actually paid to you prior to the Involuntary Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary access to reasonable outplacement services suitable to the Executive’s position for a period of twelve 12 months from or, if earlier, until the first acceptance by the Executive of an offer of employment (to the extent of reimbursement for such outplacement services, such reimbursement shall occur prior to the last day of the 15th month following the Involuntary Termination Date. In addition); and
(iv) (A) if, on the thenInvoluntary Termination Date, you are an active participant who is accruing benefits under any tax-exercisable portion qualified, supplemental or excess defined benefit pension plan maintained by the Company or any of each its affiliates (a “DB Pension Plan”), pursuant to the DB Pension Plan terms, you will receive additional pension service through the earlier of (i) the one year anniversary of your Involuntary Termination Date, and (ii) the date upon which benefit accruals for active employees cease under the terms of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Date.DB Pension Plan; or
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Involuntary Termination Without Cause. Except to the extent subparagraph (ab) The Executive applies, if Employee’s employment with the Company or a Subsidiary or an Affiliate terminates involuntarily and without Cause and at such time Employee is entitled to receive benefits under a Company severance policy, subject to Employee’s timely execution of an agreement and release (the “Release”) in a form acceptable to the Company which will include restrictive covenants and a comprehensive release of all claims, the unvested portion of the Stock Option shall vest on a prorated basis effective on your termination date, with the portion of the Stock Option subject to the execution and non-revocation of a Release vested as of such termination of service but with the exercisability of such portion suspended until the effective date of the Release and, in the event the Release does not become effective, such portion of the Stock Option shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction canceled by the Company for no consideration. Notwithstanding anything to the contrary in the Executive’s responsibilitiesCompany severance policy applicable to Employee as of the effective date of termination of service, authorities, powers and duties from such prorated vesting shall be calculated by multiplying the responsibilities, authorities, powers and duties exercised total number of shares covered by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out Stock Option as of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires Date of Grant by a fraction, the Executive to be based principally at any office or location numerator of which is outside the number of days between the Date of Grant and the effective date of Employee’s termination and the denominator of which is the number of days between the Date of Grant and the Date of Full Vesting, less the portion of the Greater Boston area, unless Stock Option which has previously vested. The unvested portion of the Executive consents to Stock Option that does not become vested under such calculation shall be based principally at such other office or location;
(iv) The Companyforfeited effective on Employee’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available termination date and shall be canceled by the Company to other employees for no consideration. The vested portion of the Company having substantially Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on Employee’s termination date in accordance with the above calculation, may be exercised by Employee (or Employee’s legal representative or similar levels person) until the second anniversary of responsibility as Employee’s termination date or, if earlier, the Executive Expiration Date. If Employee’s employment with or (y) provide service to the Executive substantially Company or a Subsidiary or an Affiliate is terminated involuntarily and without Cause and Employee is not entitled to benefits under a Company-sponsored severance policy on the same benefits or other perquisites then being provided or paid date of such termination, the Stock Option shall cease to vest, and to the other employees of extent already vested, may thereafter be exercised by Employee (or Employee’s legal representative or similar person) until the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company date which continues for more than seven (7) business days is three months after the Executive gives written notice to the Companysuch involuntary termination, setting forth in reasonable detail the nature of such breach; or
(vi) Causing or requiring the Executive to report to anyone other than the Chairman of the Board and/or the Board of Directors.
(b) If the Executive’s employment is involuntarily terminated at any time without Cause (as defined below)if earlier, the Executive shall be entitled to:
(i) Salary and Benefits earned to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Expiration Date.
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Sources: Nonqualified Stock Option Award Agreement (Western Union CO)
Involuntary Termination Without Cause. (a) The Executive shall be deemed to have been involuntarily terminated without Cause (as defined below) if one of the following events occurs:
(i) The Company terminates the Executive’s employment at anytime without Cause (as defined below);
(ii) There occurs a reduction by the Company in the Executive’s responsibilities, authorities, powers and duties from the responsibilities, authorities, powers and duties exercised by the Executive just prior to such reduction but excluding such reduction effected with the Executive’s prior consent or for reasons arising out of the Executive’s gross negligence or willful misconduct;
(iii) The Company requires the Executive to be based principally at any office or location which is outside of the Greater Boston area, unless the Executive consents to be based principally at such other office or location;
(iv) The Company’s failure to (x) maintain the Executive’s eligibility for participation in existing benefit plans then being made available by the Company to other employees of the Company having substantially similar levels of responsibility as the Executive or (y) provide Except to the Executive substantially the same benefits extent paragraph 7 applies, if your employment with or other perquisites then being provided or paid to the other employees of the Company having substantially similar levels of responsibility as the Executive;
(v) There occurs a breach of this Agreement by the Company which continues for more than seven (7) business days after the Executive gives written notice service to the Company, setting forth a Subsidiary or an Affiliate is terminated involuntarily and without Cause and you are an eligible participant in reasonable detail the nature Severance/Change in Control Policy applicable to members of the Company’s Executive Committee, subject to the terms of such breach; or
(vi) Causing or requiring policy, the Executive to report to anyone other than unvested portion of this Stock Option shall vest on a prorated basis effective on your termination date. Such prorated vesting shall be calculated by multiplying the Chairman unvested portion of the Board and/or Stock Option by a fraction, the Board numerator of Directors.
which is the number of days that have elapsed between the grant date and your termination date and the denominator of which is the number of days between the grant date and the date the Stock Option would have become fully vested, treating each separate vesting tranche of the Stock Option as a separate Stock Option award. The unvested portion of this Stock Option that does not become vested under such calculation shall be forfeited effective on your termination date and shall be canceled by the Company. The vested portion of this Stock Option, including any portion that had previously become vested and the prorated portion that vests effective on your termination date in accordance with the above calculation, may be exercised by you (bor your legal representative or similar person) until the end of your severance period under such Policy or, if earlier, the expiration date of the term of this Stock Option. If your employment with or service to the Executive’s employment Company, a Subsidiary or an Affiliate is terminated involuntarily terminated at any time and without Cause and you are not an eligible participant in the Severance/Change in Control Policy applicable to members of the Company’s Executive Committee on the date of such termination, this Stock Option shall cease to vest, and to the extent already vested, may thereafter be exercised by you (as defined belowor your legal representative or similar person) until the date which is three months after such involuntary termination, or if earlier, the expiration date of the term of this Stock Option. Notwithstanding the foregoing, if, at the time of your termination of employment, you have satisfied the applicable age or age and service requirement for “Retirement” under the Plan, the provisions of paragraph 5(b) above, rather than this paragraph 5(d), the Executive shall be entitled to:
(i) Salary and Benefits earned applicable to the Termination Date;
(ii) Continued benefits pursuant to Section 6(d); and
(iii) Continued Salary for a period of twelve months from the Termination Date. In addition, the then-exercisable portion of each of the Initial Option and the Performance Option shall remain exercisable for a period of one (1) year after the Termination Datethis Stock Option.
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