Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (e) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination. (ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program. (iii) Any cash payments to the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 2 contracts
Sources: Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 43, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Lump Sum Payment" equal to the sum of: (w) three (3) times the rate of annualized his monthly Base Salary then payable payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, (but not less than 18 months), and an annualized and proportional amount equal to the Executive, plus (x) three (3) times the average of the three two (32) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October 1, 1998. In the event of a termination governed by this subparagraph (cb)(i) of Section 43, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan")such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four months)or eighteen (2418) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments Payment to the Executive under this Section 4(c3(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 2 contracts
Sources: Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust)
Premature Termination. Anything in this Agreement contained to the contrary notwithstanding:
(i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that Employee, within the sole discretion of Employer, becomes disabled, either mentally or physically, as to be unable to substantially perform his duties hereunder for a period of 90 days during any period of 6 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder, which failure is not remedied within 10 days after notice thereof is furnished by the party desiring to terminate this Agreement; (iv) Employee's employment hereunder shall terminate, at the option of Employer, in the event Employee commits an act involving moral turpitude or dishonesty, whether or not in connection with Employee's employment hereunder (including, without limitation, the commission by Employee of a felony as evidenced by his conviction thereof or a plea of nolo contendere thereof); and
(v) Employee's employment hereunder shall terminate forthwith upon the consummation of a Business Combination (as defined in Employer's Prospectus). In the event of the termination of the Employee's employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with hereunder pursuant to the provisions of paragraph clauses (gii), (iii) or (iv) of this Section 45, or not less than 10 days' written notice of such termination shall be given by the terminating party to the other party, which notice shall specify the basis for and the effective date of termination. The existence of a "for-cause" termination in accordance with the provisions disability of paragraph Employee pursuant to clause (eii) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive 5 shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed determined by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments Board of Directors in consultation with a reputable, licensed physician selected by Employer, and benefits provided under (w), (x), (y) and (z) above by the Employer Employee shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested cooperate in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments reasonable respects to the Executive under this Section 4(c) will enable an examination to be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any yearsuch physician.
Appears in 2 contracts
Sources: Employment Agreement (Frost Hanna Capital Group Inc), Employment Agreement (Frost Hanna Capital Group Inc)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer because of failure to meet the minimum no-growth budget (attached hereto) or for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 43, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Lump Sum Payment" equal to the sum of: (w) three (3) times the rate of annualized his monthly Base Salary then payable payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, and an annualized and proportional amount equal to the Executive, plus (x) three (3) times the average of the three two (32) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October , 1997. In the event of a termination governed by this subparagraph (cb)(i) of Section 43, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan")such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, . plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation compensa- tion or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments Payment to the Executive under this Section 4(c3(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 2 contracts
Sources: Employment Agreement (Hamlin Clay W Iii), Employment Agreement (Royale Investments Inc)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three two (32) times the rate of annualized Base Salary then payable to the Executive, plus (x) three two (32) times the average of the three two (32) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Employer for fewer than two (2) years, then the amount set forth in (x) above shall be equal to two (2) times the average of the annual Performance Bonus that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (zy) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (zy) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (e) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "“Premature Termination Payment" ” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("“Stock Plan"”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's ’s options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' ’ tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature “Termination Payment" ” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("“Stock Plan"”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's ’s options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' ’ tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of that the termination of the employment of the Executive under Company terminates this Agreement by the Employer for any reason other than expiration of the Basic Term hereof a For Cause termination (as hereinafter defined), death or any renewal term, termination upon disability Disability (as hereinafter defined) in accordance with the provisions of paragraph paragraphs (gd), (e) or (f), respectively, of this Section 4, or a "for-cause" and if such termination in accordance with occurs prior to the provisions end of paragraph the thirty (e30) of this Section 4month term, then notwithstanding any actual or allegedly available alternative employment business opportunities or other mitigation of damages by or available to the ExecutiveConsultant or any direct, consequential, actual or other damages purportedly incurred by the Consultant, the Executive Consultant shall be entitled to fixed and liquidated damages constituting a lump sum payment ("Premature Termination Lump Sum Payment" ") equal to the sum greater of: the Prior Compensation (was defined and calculated in clause (i) three below) or the applicable Fixed Amount (3as described in clause (ii) times below), as follows:
(i) the rate of annualized Base Salary then payable applicable "Prior Compensation" shall be the total cash compensation earned by or otherwise owed to paid or other entitlement earned by or otherwise due to the Executive, plus Consultant by the Company during the twelve (x12) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a month period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement immediately preceding and ending with the Executiveeffective date of termination, including all Incentive Compensation described below, including all Incentive Compensation paid under Section 3(a) hereof, and also including all Incentive Compensation to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available be received with respect to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after Covered Transactions with respect to which contracts were executed prior to the date of termination, [all items in but excluding and without giving any effect to any Incentive Amount;
(ii) the applicable "Fixed Amount", which shall be the amount of: (x) $1,500,000, if termination occurs prior to October 1, 1998; (y) $1,000,00, if termination occurs after October 1, 1998 and prior to October 1, 1999; or (z) being collectively referred $500,000, if termination occurs after October 1, 1999 and prior to as "Post-Termination Perquisites and Benefits"]October 1, for 2000. Only the lesser greater of the number amounts determined under clause (i) above or clause (ii) above shall be payable to the Consultant as the Lump Sum Payment, and not both. In addition to the Lump Sum Payment, the Consultant shall be entitled to Incentive Compensation in respect of full months any Covered Transaction, including any Covered Transaction which rises to the Executive has theretofore level of or otherwise becomes a Change in Control (as hereinafter defined), that closes within one (1) year after such termination of this Agreement and to which the Consultant would have been employed by entitled had the Employer Covered Transaction closed on the day prior to such termination (but "Residual Transactions"). The Consultant shall not less than twelve (12) months) or twenty four (24) months following be entitled to any Incentive Amount with respect to any such terminationResidual Transactions, except with respect to Covered Transactions with respect to which a contract was entered into prior to termination of this Agreement. The payments and benefits provided under (w)this Section shall be in lieu of damages, (x)and made in exchange for a release of all claims by each of the Consultant against the Company with respect to the termination of this Agreement, (y) and (z) above by the Employer but shall not be offset against or diminish any other compensation or benefits Incentive Compensation accrued and payable as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Consulting Services Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 43, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Lump Sum Payment" equal to the sum of: (w) three (3) times the rate of annualized his monthly Base Salary then payable payable, multiplied by the remaining number of months or partial months until expiration of the Basic Term or renewal term, if any, (but not less than 18 months), and an annualized and proportional amount equal to the Executive, plus (x) three (3) times the average of the three two (32) most recent annual Performance Bonuses that the Executive received; For purposes of calculating the Lump Sum Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on October 1, 1998. In the event of a termination governed by this subparagraph (cb)(i) of Section 43, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan herein after established by Employer ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan")such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments Payment to the Executive under this Section 4(c3(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on September 15, 1999. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 43, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Lump Sum Payment" equal to one-half the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) one-half most recent annual Performance Bonuses Bonus that the Executive received. For purposes of calculating the Lump Sum Payment amount due, the Executive's employment with the Employer shall be agreed to have commenced on October 14, 1997. In the event of a termination governed by this subparagraph (cb)(i) of Section 43, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under any option or stock incentive plan established by Employer or its Parent or General Partner ("Option Plan") and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan")such options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer six (but not less than twelve (12) months) or twenty four (246) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments Payment to the Executive under this Section 4(c3(b) will be made monthly over twelve six (126) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust Inc)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer prior to the last day of the then current term for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph Section 4(e) (e) of this Section 4Termination for Cause), then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Employer shall pay the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (wA) three (3) times the rate amount of annualized Base Salary the Executive's annual base salary then payable to the Executive, ; plus (xB) three the value of any bonus or incentive payments the Executive would have received had he remained employed (3based upon the aggregate bonus and/or incentive payment the Executive received during the Employer's most recently ended fiscal year); plus (C) times the average amount of the three (3) most recent annual Performance Bonuses contributions that would have been made or credited by the Employer under all employee retirement plans for the benefit of the Executive received(based upon the aggregate contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive for the most recently ended fiscal year of the Employer). In the event of a termination governed by this subparagraph (c) of Section 4addition, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment continue to provide coverage for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established health, life and disability insurance programs maintained by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w); provided, (x)however, (y) and (z) above that the continued payment of these amounts by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding Payment to the vesting schedule otherwise applicableExecutive will be made on a monthly basis over the twelve (12) month period immediately following the Executive's termination of employment. At the election of the Employer, payments may be made in a lump sum. Such payments shall not be reduced in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all obtains other employment following the termination of employment by the Executive's options and restricted shares under any Stock Plan or similar programEmployer.
(iii) Any cash If the Employer is not in compliance with its minimum capital requirements or if the payments required under subsection (i) above would cause the Employer's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden Employer is in any yearcapital compliance.
Appears in 1 contract
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (ia) The Employer may terminate this Agreement without Cause (as defined in Section 4.4 below) by delivering written notice to the Executive at least ninety (90) days prior to the effective date of such termination. In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (e) of this Section 4such termination, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Employer shall pay to the Executive shall be entitled the sum of (i) all salary, expenses and other amounts accrued and payable to a "Premature Termination Payment" the Executive through the effective date of such termination, plus (ii) an amount equal to the sum of: (w) three (3) times the rate sum of annualized Base Salary then payable (x) an amount equal to the Executive's then-current annual base salary, plus (y) the sum of the amounts of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under the Incentive Plan) paid by the Employer to the Executive, and plus (xz) the amount of the most recent annual contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive. In addition, for a period of three (3) times years following the average effective date of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4such termination, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment continue to provide coverage for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy health, long term disability and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed life insurance programs maintained by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w)Employer; provided, (x)however, (y) and (z) above that the continued payment of these amounts by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4. Upon such termination, the Executive shall be fully vested have no rights or obligations under this Agreement other than as provided in all this Section 4 and in Sections 3 and 5 hereof.
(b) The Executive may terminate this Agreement for any reason whatsoever by delivering written notice to the Employer at least ninety (90) days prior to the effective date of such termination. In the event of such termination, then the Employer shall pay to the Executive the sum of (i) the pro rata portion (to the extent not previously paid) of the Executive's options then-current annual base salary, expenses and restricted shares other benefits that have accrued to the Executive as of the date of such termination, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year, plus (ii) a pro rata portion of the sum of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under any Stock Plan the Incentive Plan) paid by the Employer to the Executive, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year, plus (iii) all expenses payable to the Executive pursuant to Section 2.7 through the date of termination, and plus (iv) a pro rata portion (to the extent not previously paid) of the most recent annual contributions made or similar programcredited by the Employer under all employee retirement plans for the benefit of the Executive, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year.
(iiic) Any cash payments The Employer shall pay to the Executive under this the amounts set forth in Section 4(c4.2(a) will or (b) in a lump sum within thirty (30) days after the effective date of any such termination and such payment shall not be made monthly over twelve (12) months, unless otherwise mutually agreed by reduced in the parties to minimize event the Executives' tax burden in any yearExecutive obtains other employment following such termination.
Appears in 1 contract
Premature Termination. Anything in this Agreement contained to the contrary notwithstanding:
(i) Employee's employment hereunder shall terminate forthwith upon the death of Employee; (ii) Employee's employment hereunder shall terminate, at the option of Employer, in the event that, based upon the advice of an independent physician, Employer makes a good faith determination that Employee is so disabled, for mental or physical reasons, as to be unable to substantially perform his duties hereunder for an aggregate of 180 days during any period of 12 consecutive months; (iii) Employee's employment hereunder may be terminated by either party in the event of a material failure on the part of the other party to perform his or its obligations hereunder; provided, however, that if such failure to perform is by its nature capable of being cured, it shall only constitute grounds for termination if it has not been cured within ten days after notice thereof, in reasonable detail, has been given to the breaching party by the nonbreaching party; and (iv) Employee's employment hereunder may be terminated forthwith for any reason whatsoever, in addition to those reasons set forth in clauses (i), (ii), and (iii) above, at the option of Employer. For purposes of clause (iii) of this paragraph 4, a breach by Employee of his obligations under subparagraph 9.2 hereof, or the conviction of Employee for a felony, shall be deemed to be a material failure to perform on the part of Employee which is by its nature not capable of being cured. In the event of the termination of the Employee's employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with hereunder pursuant to the provisions of paragraph clause (gii) or clause (iii) of this Section paragraph 4, or a "for-cause" termination in accordance with the provisions of paragraph (e) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph (c) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following ten days' written notice of such termination. The payments and benefits provided under (w), (x), (y) and (z) above termination shall be given by the Employer terminating party to the other party, which notice shall not be offset against or diminish any other compensation or benefits accrued as of specify the effective date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Bonus Salary then payable to the Executive, ; plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than 3 years, then the amount set forth in (x), above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature “Termination Payment" ” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Employer fewer than three (3) years, then the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive’s employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("“Stock Plan"”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's ’s options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' ’ tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (ia) In the event of the termination of the employment of The Employer may terminate this Agreement without Cause (as defined in Section 4.3 below) by delivering written notice to the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph at least sixty (g60) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (e) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available days prior to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate effective date of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive receivedsuch termination. In the event of a termination governed such termination, then notwithstanding any mitigation of damages by this subparagraph (c) of Section 4the Executive, the Employer shall also: pay to the Executive the sum of (i) all salary, expenses and other amounts accrued and payable to the Executive through the effective date of such termination, plus (ii) an amount equal to the sum of (x) an amount equal to the Executive's then-current annual base salary, plus (y) allow the sum of the amounts of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under the Incentive Plan) paid by the Employer to the Executive, and plus (z) the amount of the most recent annual contributions made or credited by the Employer under all employee retirement plans for the benefit of the Executive. In addition, for a period of eighteen one (181) months year following the termination effective date of employment such termination, the Employer shall continue to provide coverage for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy health, long term disability, and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed life insurance programs maintained by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w)Employer; provided, (x)however, (y) and (z) above that the continued payment of these amounts by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4. Upon such termination, the Executive shall be fully vested have no rights or obligations under this Agreement other than as provided in all this Section 4 and in Sections 3 and 5 hereof.
(b) The Executive may terminate this Agreement for any reason whatsoever by delivering written notice to the Employer at least sixty (60) days prior to the effective date of such termination. In the event of such termination, then the Employer shall pay to the Executive the sum of (i) the pro rata portion (to the extent not previously paid) of the Executive's options then-current annual base salary, expenses and restricted shares other benefits that have accrued to the Executive as of the date of such termination, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year, plus (ii) a pro rata portion of the sum of the most recent annual bonus (pursuant to Section 2.2 above) and incentive payments (under any Stock Plan the Incentive Plan) paid by the Employer to the Executive, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year, plus (iii) all expenses payable to the Executive pursuant to Section 2.5 through the date of termination, and plus (iv) a pro rata portion (to the extent not previously paid) of the most recent annual contributions made or similar programcredited by the Employer under all employee retirement plans for the benefit of the Executive, based on the number of days in the fiscal year prior to such termination as compared to the total number of days in such fiscal year.
(iiic) Any cash payments The Employer shall pay to the Executive under this the amounts set forth in Section 4(c4.2(a) will or (b) in a lump sum within thirty (30) days after the effective date of any such termination and such payment shall not be made monthly over twelve (12) months, unless otherwise mutually agreed by reduced in the parties to minimize event the Executives' tax burden in any yearExecutive obtains other employment following such termination.
Appears in 1 contract
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 43, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall shall, subject to the "Age-Based Adjustments" provided and defined in Section 3(h) below, be entitled to a "Premature Termination Lump Sum Payment" equal to the sum of: (w) three (3) times the rate of annualized his monthly Base Salary then payable to the Executivepayable, multiplied by twenty-four (24); plus (x) three two (32) times the average of the three two (32) most recent annual Performance Bonuses that the Executive receivedreceived from the Employer. In the event of a termination governed by this subparagraph (cb)(i) of Section 43, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under the First Industrial Realty Trust, Inc. 1994 Stock Incentive Plan ("SIP Options"), and awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ("DIP Awards"), and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan")such SIP Options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, together with the Cash Allowances, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty twenty-four (24) months following such termination, subject to the proviso that all of the Post-Termination Perquisites and Benefits set forth above shall in all events terminate as of the Retirement Date. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments Payment to the Executive under this Section 4(c3(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any yeara lump sum.
Appears in 1 contract
Sources: Employment Agreement (First Industrial Realty Trust Inc)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (e) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature “Termination Payment" ” equal to the sum of: (w) three one (31) times the rate of annualized Base Salary then payable to the Executive, plus (x) three one (31) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph paragraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("“Stock Plan"”); and (z) continue for the Executive (provided that such items are not available to him her by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than or twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph paragraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's ’s options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this paragraph (b) of Section 4(c) 4 will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' Executive’s tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature “Termination Payment" ” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph paragraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("“Stock Plan"”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph paragraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's ’s options and restricted shares under any Stock Plan or similar program.
(iii) Any cash The payments to the Executive provided under this (w) and (x) of Section 4(c4(b)(i) will be made monthly over twelve (12) months, unless otherwise mutually agreed by provided that if Executive is a key employee subject to a delay of payment under Internal Revenue Code Section 409A(a)(2)((B), the parties aggregate amount of the first six months of payments shall be paid in a lump sum in the sixth month following termination of employment. Any cash payments under (z) of Section 4(b)(i), shall be paid to minimize the Executives' tax burden in any yearExecutive no later than two and one-half months following the close of the calendar year of the termination of employment.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (g) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 43, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall shall, subject to the "Age-Based Adjustments" provided and defined in Section 3(h) below, be entitled to a "Premature Termination Lump Sum Payment" equal to the sum of: (w) three (3) times the rate of annualized his monthly Base Salary then payable to payable, multiplied by the Executive, lesser of the number of full months the Executive has theretofore been employed by the Employer or thirty-six (36); plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however, that if the Executive has been employed by the Employer for fewer than three (3) years at the date of termination, then the amount set forth in (x) above shall be equal to three (3) times the average of the annual Performance Bonus the Executive has theretofore received from the Employer. For purposes of calculating the Lump Sum Payment amounts due under (w) and (x) above, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1994. In the event of a termination governed by this subparagraph (cb)(i) of Section 43, the Employer shall also: (y) notwithstanding the vesting schedule otherwise applicable, fully vest all of Executive's options outstanding under the First Industrial Realty Trust, Inc. 1994 Stock Incentive Plan ("SIP Options"), and awards outstanding under the First Industrial Realty Trust, Inc. Deferred Income Plan ("DIP Awards"), and allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan")such SIP Options; and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, together with the Cash Allowances, as well as non-exclusive secretarial assistance, office space and accouterments [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer or thirty six (but not less than twelve (12) months) or twenty four (2436) months following such termination, subject to the proviso that all of the Post-Termination Perquisites and Benefits set forth above shall in all events terminate as of the Retirement Date. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (c) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments Payment to the Executive under this Section 4(c3(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any yeara lump sum.
Appears in 1 contract
Sources: Employment Agreement (First Industrial Realty Trust Inc)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term term hereof or any renewal term, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "“for-cause" ” termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature “Termination Payment" ” equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. In the event of a termination governed by this subparagraph paragraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("“Stock Plan"”); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's ’s Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "“Post-Termination Perquisites and Benefits"”], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph paragraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's ’s options and restricted shares under any Stock Plan or similar program.
(iii) Any The cash payments to the Executive under this paragraph (b) of Section 4(c) 4 will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' Executive’s tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Premature Termination. (i) In the event of the termination of the employment of the Executive under this Agreement by the Employer for any reason other than expiration of the Basic Term hereof or any renewal termterm hereof, termination upon disability in accordance with the provisions of paragraph (gf) of this Section 4, or a "for-cause" termination in accordance with the provisions of paragraph (ed) of this Section 4, then notwithstanding any actual or allegedly available alternative employment or other mitigation of damages by or available to the Executive, the Executive shall be entitled to a "Premature Termination Payment" equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) 3 times the average of the three (3) most recent annual Performance Bonuses that the Executive received; provided, however that if the Executive has been employed by the Employer fewer than three (3) years, than the amount set forth in (x) above, shall be equal to three (3) times the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer. For purposes of calculating the Termination Payment amounts due, the Executive's employment with the Employer shall be agreed to have commenced on July 1, 1999. In the event of a termination governed by this subparagraph (cb) of Section 4, the Employer shall also: (y) allow a period of eighteen (18) months following the termination of employment for the Executive (but in no event beyond the expiration of any option term or period specified in the option agreement with the Executive) to exercise any options granted under any stock option or share incentive plan established by Employer or COPT ("Stock Plan"); and (z) continue for the Executive (provided that such items are not available to him by virtue of other employment secured after termination) the perquisites, plans and benefits provided under the Employer's Perquisite Policy and Benefit Plans as of and after the date of termination, [all items in (z) being collectively referred to as "Post-Termination Perquisites and Benefits"], for the lesser of the number of full months the Executive has theretofore been employed by the Employer (but not less than twelve (12) months) or months)or twenty four (24) months following such termination. The payments and benefits provided under (w), (x), (y) and (z) above by the Employer shall not be offset against or diminish any other compensation or benefits accrued as of the date of termination.
(ii) Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (cb) of Section 4, the Executive shall be fully vested in all of the Executive's options and restricted shares under any Stock Plan or similar program.
(iii) Any cash payments to the Executive under this Section 4(c4(b) will be made monthly over twelve (12) months, unless otherwise mutually agreed by the parties to minimize the Executives' tax burden in any year.
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)