Payments and Benefits Sample Clauses

Payments and Benefits. If an Event occurs during the Term of this Agreement, then the Executive shall be entitled to receive from the Company or its successor (which includes any person acquiring all or substantially all of the assets of the Company) a cash payment and other benefits on the following basis (unless the Executive's employment by the Company is terminated voluntarily or involuntarily before the occurrence of the earliest Event to occur (the "First Event"), in which case the Executive shall be entitled to no payment or benefits under this Section 3): (a) If at the time of, or at any time after, the occurrence of the First Event and before the end of the Transition Period, the employment of the Executive with the Company is voluntarily or involuntarily terminated for any reason (unless such termination is a voluntary termination by the Executive other than a Constructive Involuntary Termination or is on account of the death or Disability of the Executive or is a termination by the Company for Cause), the Executive (or the Executive's legal representative, as the case may be), subject to the limitations set forth in Sections 3(e) and 3(g), (1) shall be entitled to receive from the Company or its successor, upon such termination of employment with the Company or its successor, a cash payment in an amount equal to three times the sum of (A) the Executive's then-current annual base salary and (B) the greater of (i) the Executive's annualized then-current year's bonus or (ii) the Executive's annual bonus in the year prior to the then-current year, such payment to be made to the Executive by the Company or its successor in a lump sum at the time of such termination of employment; and (2) shall be entitled for three years after the termination of the Executive's employment with the Company to participate in any health, disability and life insurance plan or program in which the Executive was entitled to participate immediately before the First Event as if he were an employee of the Company during such three-year period; provided however, that if the Executive's participation in any such health, disability or life insurance plan or program of the Company is barred, the Company, at its sole cost and expense, shall arrange to provide the Executive with benefits substantially similar to those that the Executive would be entitled to receive under such plan or program as if he were not barred from participation. (b) The payments provided for in this Section 3 shall be in addition ...
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Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a severance payment equal to one times the Executive’s annual base salary in effect immediately prior to the Termination Date to be paid in equal installments on the dates corresponding to the Company’s standard payroll practices; (b) a pro rata portion of any discretionary bonuses to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the fiscal year in which the Termination Date occurs, pro-rated for the number of days during the fiscal year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent applicable performance measures for payment of such bonuses have actually been met; (c) each then-outstanding and vested stock options and other Executive owned equity of the Company granted or otherwise made available to the Executive by the Company shall be treated in accordance with the terms of the Atkore International Group Inc. Stock Incentive Plan; (d) if the Employee elects group health continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall continue to pay the Company portion to continue coverage for the Employee and any electing dependents of the Employee until the earlier of: (a) the end of the applicable severance pay period; or (b) such date that the Employee becomes eligible for coverage under another employer health plan, subject to the terms of the Company’s group health plan and applicable law. For the avoidance of doubt, the Executive shall not be entitled to any benefits under this Agreement if his termination of employment occurs on account of his death, disability, or voluntary resignation (other than for Good Reason). All payments provided under paragraph 4 shall be subject to applicable withholding taxes.
Payments and Benefits. Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to: (a) a lump sum severance payment equal to one and one-half (11/2) times the sum of (i) the Executive’s annual base salary in effect immediately prior to the Termination Date and (ii) the Executive’s annual short-term incentive compensation, based on target bonus opportunity for the calendar year in which the Termination Date occurs; (b) a lump sum payment in an amount equal to the annual short-term incentive compensation to which the Executive would have been entitled had he continued in the employ of the Company through the last day of the calendar year in which the Termination Date occurs, pro-rated for the number of days during the calendar year that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such calendar year have actually been met. (c) with respect to each outstanding and nonvested long-term performance award (including an equity-based or a non-equity-based long-term performance award) granted to the Executive by the Company for which the Termination Date precedes the end of the performance period by less than one (1) year, a payment equal to the amount the Executive would have received under each such award had he continued in the employ of the Company through the last day of the applicable performance period, pro-rated for the number of days during such performance period that the Executive was employed prior to the Termination Date; provided, however, that such payment shall be made only if and to the extent the applicable performance measure(s) for such performance period have actually been met. (d) with respect to each then-outstanding and vested stock option granted to the Executive by the Company, exercise such option at any time during the period beginning on the Termination Date and ending on the earlier of the original expiration date of each such option (without regard to any accelerated expiration date otherwise resulting from the Executive’s termination of employment) or the expiration of the three-month period following the Termination Date. (e) continued health benefit coverage for the Executive and the Executive’s ...
Payments and Benefits. (a) During the Transition Period, Executive shall continue to receive the base salary he received immediately prior to the Effective Date in accordance with the Company's regular salary payment practices and participate in the Company's employee benefit and welfare plans. (b) Provided that Executive has not revoked his release of claims arising under the Age Discrimination in Employment Act pursuant to Section 13 and has complied with his obligations under Section 7, as reasonably determined by the Board of Directors of the Company, the Company will pay or provide to Executive (or his estate) the following (collectively, the “Payments”), less applicable withholdings and subject to Section 4 and Section 8(b): (i) subject to Section 4, payment of an amount equal to the base salary Executive received immediately prior to the Effective Date for a period of 24-months commencing on the Retirement Date, in accordance with the Company’s regular salary payment practices; (ii) any bonus earned under the Company's Executive Incentive Compensation Plan for the Company's fiscal year ended January 31, 2012; (iii) continuation of the vesting of any outstanding stock options, restricted stock awards and other equity incentive awards (“Equity-Based Awards”) and continuation of Executive's rights to exercise any outstanding Equity-Based Awards through January 31, 2014; provided, however, that the foregoing shall not be deemed to extend the original ten year term of any outstanding stock options; (iv) for any outstanding stock options, restricted stock awards or other equity incentive awards which are exercisable, payable or become vested only if one or more pre-established performance criteria are satisfied (“Performance-Based Equity Awards”), each Performance-Based Equity Award will become exercisable, payable or become vested at the time of and only if the underlying performance criteria are satisfied. In the case of any Performance-Based Equity Award that is a stock option which becomes exercisable after January 31, 2014, such option will remain exercisable until the earlier of the award’s original expiration date or April 30, 2014; (v) continued coverage for Executive (and, if applicable under the applicable welfare benefit plan(s), his spouse and family) under employee benefit plans (including medical, dental and life plans but excluding disability and nonqualified deferred compensation plans) that covered him (or them) immediately before the Retirement Date as if he h...
Payments and Benefits. Provided that the Executive has executed and delivered to CBRL on or prior to the Employment Termination Date, and has not revoked during the seven day revocation period following the Employment Termination Date (“the Revocation Period”), the general release referred to in Section 9 hereof and attached hereto as Attachment A (the “Release”), CBRL shall make the payments and provide the benefits set forth in this Section 3. (a) Subject to early termination or acceleration pursuant to Section 10, CBRL will pay Executive at the rate of ­­­­­­­­­­­­­­$15,011.58, semi-monthly, for sixteen (16) consecutive months, in accordance with CBRL’s regular payroll policies with such payments commencing on the first regularly scheduled pay period which occurs after the expiration of the Revocation Period. In the event of the death or disability of Executive, the foregoing payments will continue to be made to Executive’s estate, heirs, or conservator, as applicable. CBRL will have the right to deduct from compensation payable to Executive under this Agreement, social security taxes, and all federal, state, and municipal taxes and charges as may now be in effect and that may be enacted or required after the effective date of this Agreement as charges on the compensation of Executive. CBRL will be responsible for the payment of any employer matching amounts of such taxes. (b) Throughout the course of his employment, Executive has received awards under various equity plans (collectively, the “Equity Awards”). Executive and CBRL agree that to the extent there are such Equity Awards which are currently scheduled to vest in 2012 (during the Consulting Term), such Equity Awards shall continue to vest as set forth in Attachment B and shall become payable or exercisable in accordance with the terms of the applicable plans, provided Executive continues to provide the services described in Section 2 throughout the Consulting Term. (c) Until the earlier of: (i) the end of the Consulting Term or (ii) Executive’s obtaining other employment at which he receives health insurance benefits irrespective of their scope and coverage, CBRL, subject to Executive’s payment of contributions applicable to plan participants, shall continue to provide all group health and life insurance benefits for Executive and his dependents at the same level as for other CBRL senior level executives. Afterwards, CBRL will have no obligation to provide further life insurance benefits, but upon payment of the appro...
Payments and Benefits. Due Upon Termination of Agreement”), Section 8 (“Payments and Benefits Due Upon Certain Change-of-Control Events”), Section 9 (“Parachute Payment Limitation”), Section 10 (“Conditions on Receipt of Separation Benefits and Change-of-Control Benefits”), Section 11 (“Confidential Information”), Section 15 (“Survival and Enforcement of Covenants; Remedies”), Section 17 (“Waiver of Right to Jury Trial”), Section 18 (“Attorneys’ Fees and Other Costs”), Section 19 (“Entire Agreement”), Section 20 (“Inconsistencies”), Section 24 (“Governing Law; Venue”), Section 30 (“Cooperation”), and Section 32 (“Notices”).
Payments and Benefits. If the Executive’s Termination Date occurs as the result of a Covered Termination, the Executive shall be entitled to the following payments and benefits: (a) The Executive will be entitled to a payment equal to two times the Executive’s annual base salary in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (b) The Executive will be entitled to a payment equal to two times the Executive’s target bonus, at his target bonus rate in effect immediately prior to the Change in Control (without regard to any reduction thereof in contemplation of the Change in Control). (c) For the two year period following the Termination Date, the Executive shall be entitled to receive continuing group medical coverage for himself and his dependents (on a non-taxable basis, including if necessary, payment of any gross-up payments necessary to result in net non-taxable benefits), which coverage is not materially less favorable to the Executive than the group medical coverage which was provided to the Executive by the Company or its affiliates immediately prior to the Change in Control. To the extent applicable and to the extent permitted by law, any continuing coverage provided to the Executive and/or his dependents pursuant to this subparagraph (c) shall be considered part of, and not in addition to, any coverage required under COBRA. (d) The Executive will be provided with professional outplacement services for a period of not more than 12 months following the Termination Date, at a level customary for an executive, to be provided by a firm mutually acceptable to the Company and the Executive. Subject to the terms and conditions of this Agreement, payments pursuant to subparagraphs (a) and (b) next above shall be made in substantially equal monthly installments beginning within five days following the Termination Date. To the extent that the Company is required to make any gross-up payments to the Executive in order to provide the benefits described in subparagraph (c) on a non-taxable basis, such payments shall be made in the month that the Executive otherwise has taxable income as a result of such benefits, but in no event later than the end of the year in which the Executive pays the related taxes.
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Payments and Benefits. If the Company terminates the Executive's employment during the Contract Period without Cause or if the Executive resigns for Good Reason under paragraph 9(b), the Company shall, as promptly as practical but in no event later than 10 business days after the termination of employment pay the Executive a lump sum (the "Lump Sum") equal to 1.0 times the sum of (i) the annual salary of the Executive immediately prior to the Change in Control and the higher of, (ii) the highest bonus paid to the Executive during the three fiscal years prior to the Change in Control or, (iii) the highest full year bonus to which the Executive would have been entitled during the three fiscal years prior to the Change in Control. For these purposes, any deferral of salary by the Executive under the Company's 401(k) plan or otherwise shall be included in salary. The Company also shall continue to provide the Executive, his spouse and eligible dependents for a period of one year following the termination of employment, with health, hospitalization and medical insurance, as were provided at the time of the Change in Control, at the Company's cost, subject only to the responsibility of the Executive to continue to pay a portion of the premium, as well as co-pays or deductibles in such amounts as were paid by the Executive prior to the termination. The Lump Sum and the benefits provided hereunder shall be subject to Section 10 hereof.
Payments and Benefits. If, during the Term, the Employee either (1) experiences an involuntary Termination of Employment by the Company without Cause during the Post-Change in Control Period, or (2) voluntarily resigns effecting a Termination of Employment for Good Reason during the Post-Change in Control Period, or (3) voluntarily resigns effecting a Termination of Employment without Good Reason during the Post-Change in Control Window Period (each, a “Qualifying Termination of Employment”), then the Employee will be entitled to: (i) a one-time lump sum payment in an amount equal to two hundred percent (200%) of the sum of (A) Base Salary plus (B) Target Bonus (the “Severance Benefit”); provided, however, that if the Qualifying Termination of Employment occurs pursuant to Section 1(a)(3) during the Post-Change in Control Window Period, then the percentage in this Section 1(a)(i) shall be one hundred percent (100%) rather than two hundred percent (200%). Subject to Section 15, the Severance Benefit shall be paid with the Company’s first regular payroll following the 60-day anniversary of the Qualifying Termination of Employment; (ii) any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed, all as of the effective date of the Termination of Employment and payable with the Company’s first regular payroll following the Qualifying Termination of Employment; (iii) a prorated annual bonus equal to the product of (A) the Target Bonus and (B) a fraction, the numerator of which is the number of days the Employee was employed by the Company during the calendar year in which the Qualifying Termination of Employment occurs and the denominator of which is the total number of days in such calendar year (a “Pro-Rata Bonus”). Subject to Section 15, the Employee’s Pro Rata Bonus shall be paid with the Company’s first regular payroll following the 60-day anniversary of the Qualifying Termination of Employment; (iv) if the Employee continues to participate in the Company’s group medical plan by electing COBRA health continuation coverage, the Company shall reimburse (on an after-tax basis) any premiums paid by the Employee for such coverage (including for the Employee’s eligible dependents) during the period beginning on the date of the Termination of Employment and ending on the expiration of the COB...
Payments and Benefits. 1. The Company shall pay to the Executive: (i) any amount of the Executive’s base salary earned through the CEO Officer Termination Date not theretofore paid, (ii) any Annual Bonus for calendar year 2018, that was earned but not yet paid, (iii) any expenses owed to the Executive under Section 3(f) of the Employment Agreement through the CEO Officer Termination Date, and (iv) any amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3(d) of the Employment Agreement (other than severance plans, programs, or arrangements), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements including, where applicable, any death and disability benefits (the “Accrued Obligations”). 2. Subject to the Executive’s provision of transitional services through May 17, 2019, with such transition assistance to be provided in good faith in a manner consistent with his provision of services prior to the CEO Officer Termination Date, on Company premises for the first week and remotely for the three weeks thereafter, the Company shall pay the Executive a lump sum amount equal to $1,143,750 (the “Transition Assistance Payment”), on the first payroll date coincident with or immediately following May 17, 2019. 3. The Company shall (i) (A) continue to pay the Executive his base salary (at his current annual rate of $825,000) in accordance with the Company’s customary payroll practices during the period the Executive continues to be employed from the CEO Officer Termination Date through the Employment Termination Date and (B) pay an additional amount as severance pay in an aggregate amount of $825,000 payable in accordance with the Company’s customary payroll practices in equal installments during the period beginning on the Employment Termination Date and ending on the six (6) month anniversary of the Employment Termination Date; provided that the Company shall cease any then-remaining payments on the first date that the Executive violates any covenant contained in Section 6 or 7 of the Employment Agreement and (ii) pay the Executive an amount equal to his Target Bonus ($1,031,250) in a lump sum within sixty (60) days following the CEO Officer Termination Date (collectively, the “Severance Payment”). 4. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, the Company shall provid...
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