Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date; (B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; (C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and (D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 2 contracts
Sources: Employment Agreement (RealD Inc.), Employment Agreement (RealD Inc.)
Qualifying Termination. If your If, during the Term, Executive’s employment is terminated during as a result of a Qualifying Termination, Executive shall be entitled to receive the Term without Cause Accrued Amounts (as defined below) by and, subject to Executive's timely execution and delivery (and non-revocation) of a general release and waiver of claims in substantially the Company or by you for form set forth in Exhibit A (the “Good Reason” (as defined belowRelease”) (eachthe period between the Qualifying Termination and the date that the Release becomes effective, a the “Qualifying TerminationRelease Execution Period”), the Company Executive shall pay you (or cause be entitled to occur, as applicable) each of receive the following:
(Aa) cash severance installment payments in an aggregate amount a lump sum payment equal to one hundred percent two (100%2) of your annual times Executive's Base Salary as in effect on your Termination Date and target bonus from the Company’s Annual Incentive Program or such successor plan or program (“Cash SeveranceAIP”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during for the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal yearoccurs, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than within sixty (60) days following such termination; provided that, if the 15th day Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the first payroll period in January of the third month immediately following the fiscal year in which the Qualifying Termination has occurredsecond taxable year;
(Cb) the Company will if Executive (and his dependents) timely elects to continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit health care continuation coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will reimburse Executive (and his dependents) to monthly for COBRA healthcare continuation premiums until the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree earlier of: (i) at any time either before or during the period eighteen (18) month anniversary of time you are receiving benefits under this subsection the Qualifying Termination; (C), to inform ii) the Company promptly in writing if you become date on which Executive becomes eligible to receive group for health care coverage from another a subsequent employer; and (iiiii) the date that you may not increase Executive and his spouse qualify for coverage under Medicare. Notwithstanding the number of your designated dependentsforegoing, if anyFlagstar’s making payments under this Section 2.1(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act or any successor law (the “ACA”), during or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the Parties agree to reform this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income Section 2.1(c) in a manner as is necessary to youcomply with the ACA; and
(Dc) notwithstanding the terms of the Company 2016 Stock Award and Incentive Plan (the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt2016 Plan”), the payments Company 2006 Equity Incentive Plan, as amended, or any applicable award documents, all of Executive’s then-outstanding unvested stock shall become fully vested and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one exercisable for the remainder of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionstheir full term.
Appears in 2 contracts
Sources: Change in Control Agreement (Flagstar Bancorp Inc), Change in Control Agreement (Flagstar Bancorp Inc)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Consumer Electronics of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 2 contracts
Sources: Employment Agreement (RealD Inc.), Employment Agreement (RealD Inc.)
Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated during due to a Qualifying Termination, then you will be eligible to receive the Term without Cause items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A.
(as defined belowi) by If the Company or by you for “Good Reason” (terminates your employment as defined below) (each, CEO and President between July 1 and September 15 of a “Qualifying Termination”)given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (or cause to occur, as applicablewith such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) each of (the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash SeveranceEarned Bonus”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date);
(Bii) The Company shall pay you a pro-rated cash Performance Bonus, calculated as follows: the product pro rata portion of (xany bonus payable pursuant to Section 3(b) the Performance Bonus that would have been earned during above in respect of the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance BonusDate occurs, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is pro-rated for the number of days of the Company’s in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”);
(iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to the Termination Date and the denominator of which is 365 days. This any reduction giving rise to Good Reason) pro-rated Performance Bonus for the Severance Period. The cash payments provided by this subpart (a “Pro-Rated Bonus”iii) shall be paid to you no later than in substantially equal installments payable under regular payroll practices over the 15th day of the third month immediately following the fiscal year in which the Qualifying Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination has occurredDate;
(Civ) the The Company will shall continue to pay the cost Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by Severance Period in accordance with the Company’s group plans regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the Termination Date for twelve coverage (12and/or reimbursement payments) months after the Termination Date or until provided in this subpart shall immediately terminate if you become eligible for group insurance benefits from are offered comparable coverage in connection with your employment by another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(Dv) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Accrued ObligationsGood Reason” within ninety (defined below90) as days after the date that any one of the Termination Datefollowing events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. For avoidance Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of doubt, your written notice (such notice shall describe in reasonable detail the payments basis and benefits underlying facts supporting your belief that may a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided under Sections 3(d)(ito the Company within sixty (60) above days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or 3(d)(ii) below shall not failure to timely resign your employment for Good Reason means that you will be provided more than once deemed to have consented to and if payments and benefits are provided under either one of these subsectionswaived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then no payments you may either resign your employment without Good Reason or benefits will otherwise be provided again under either one you may continue to remain employed subject to the terms of these subsections.this Agreement. “Good Reason” means:
Appears in 2 contracts
Sources: Employment Agreement (Research Solutions, Inc.), Employment Agreement (Research Solutions, Inc.)
Qualifying Termination. If If, during the Term, you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment is terminated during the Term as Chief Executive Officer without Cause “Cause” (as defined below), or (2) by the Company or by you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one two hundred percent (100200%) of your annual Base Salary as in effect on your “Qualifying Termination Date Date” (as defined below) (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the 90th day after your “separation from service” (within the meaning Termination Date and with the remaining amount of Internal Revenue Code (“Code”) Section 409A) from Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Company (“Termination Date”) and Date such that the last installment being is paid on the first second anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. This You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for twelve eighteen (1218) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you;
(D) the portion of the “Options” (defined below), including any additional stock options and other equity compensation incentives granted to you during the Term (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (including without limitation the “Performance Options”, defined below) (collectively, the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the date on which the Equity Incentives vest pursuant to the terms of this clause (D); (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and
(DE) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 2 contracts
Sources: Employment Agreement (RealD Inc.), Employment Agreement (RealD Inc.)
Qualifying Termination. If your Except as applies under paragraph 4(b), if prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for “Good Reason” (as defined below) (eachExecutive pursuant to a Constructive Termination, a “Qualifying Termination”), or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall pay you (or cause be deemed to occur, have ended as applicable) each of the following:
date of the termination of employment or the end of the Employment Period in the case of non-renewal (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the last installment being paid on Termination Date, any then accrued and unpaid Bonus for any fiscal year of the first anniversary Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date;
, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) a pro-rated cash Performance Bonus, calculated as follows: an amount equal to the the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred one (1) and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fractionthe sum of Executive’s (I) Base Salary and (II) Target Bonus in effect on the Termination Date, the numerator of which is the number of days of payable in equal monthly installments, in accordance with the Company’s fiscal normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year prior that Executive is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the period beginning on the Termination Date and ending on the denominator first to occur of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(Cxx) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for date twelve (12) months after the Termination Date and (yy) the first date after the date hereof on which Executive accepts employment from a company or until you become eligible for group insurance benefits from another employerother entity other than a member of the Company Group, whichever occurs firstand (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during to a person in a position comparable to Executive’s position with the period of time you are receiving benefits under this subsection (C)Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 2 contracts
Sources: Employment Agreement (Jason Industries, Inc.), Employment Agreement (Jason Industries, Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President Chief Financial Officer and Chief Operating Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 2 contracts
Sources: Employment Agreement (RealD Inc.), Employment Agreement (RealD Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 2 contracts
Sources: Employment Agreement (RealD Inc.), Employment Agreement (RealD Inc.)
Qualifying Termination. If your employment is terminated during In the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, event of a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid then subject to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits continuing to comply with your obligations under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; your Employee Confidential Information and Inventions Assignment Agreement and (ii) that you may delivering to the Company (and not increase revoking) an effective, general release of claims in a form and manner acceptable to the number Company (the “Release”) with such Release becoming effective (and non-revocable) no later than sixty (60) days following your termination of employment (collectively, the “CIIAA/Release Requirements”):
(1) With respect to any Tranche for which the applicable 60-Day Price Milestone has not been met prior to your designated dependentsQualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, such Tranche will vest if such 60-Day Price Milestone is met during the 12-month period following your Qualifying Termination or, if anyearlier, during this time unless you do so at your own expenseby the last day of the Performance Period (such measurement period, the “Qualifying Termination Period”). The period effective date of any such COBRA Benefits shall vesting will be considered part the later of your COBRA coverage entitlement periodthe applicable Certification Date for such Tranche or the effective date of the Release (such effective date of vesting, the “Qualifying Termination Vesting Date”). In order to give effect to the intent of this Section 1(c)(iii)(1), if this Section 1(c)(iii)(1) is applicable, then such Tranche will remain outstanding and maywill not terminate until the following: (x) if such Tranche does not vest in accordance with this Section 1(c)(iii)(1), for tax purposesthe last day of the Qualifying Termination Period; or (y) if such Tranche does vest in accordance with this Section 1(c)(iii)(1), be considered income to you; andthe expiration of the term of the Option (as determined in accordance with Section 3 below).
(D2) With respect to any Tranche for which the “Accrued Obligations” applicable 60-Day Price Milestone has been achieved prior to a Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, but in either case, the applicable Earliest Vesting Date has not occurred, then (defined belowi) if you satisfy the CIIAA/Release Requirements, such Tranche (x) will vest as of the Termination Dateeffective date of the Release and (y) will not terminate until the expiration of the term of the Option (as determined in accordance with Section 3 below); or (ii) if you do not satisfy the CIIAA/Release Requirements and your Continuous Service terminates upon such Qualifying Termination, such portion will terminate automatically upon such Qualifying Termination. For avoidance In order to give effect to the intent of doubtthis Section 1(c)(iii)(2), the payments and benefits that may be provided under Sections 3(d)(iif this Section 1(c)(iii)(2) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsectionsis applicable, then no payments or benefits such portion will otherwise be provided again under either one remain outstanding and will not terminate until the latest potential effective date of these subsectionsthe Release.
Appears in 2 contracts
Sources: Modification of Offer Letter Agreement (Fastly, Inc.), Modification of Offer Letter Agreement (Fastly, Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) occur each of the following:
: (A) pay you cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date”) ), and the last installment being paid on the first anniversary of the Termination Date;
; (B) pay you a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President President, Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
; (C) accelerate the vesting of your RSUs and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Company as its President, Worldwide Cinema as of the Termination Date; (D) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve eighteen (1218) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage; and may, for tax purposes, be considered income to you; and
(DE) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i3(e)(i) above or 3(d)(ii3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.under
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by Employment Period the Company or by you for Executive suffers a “Good Reasonseparation from service” (as defined belowin Treasury Regulation §1.409A-1(h)) because his employment is terminated either by the Corporation other than for Cause or Disability or by reason of the Executive’s death or by the Executive for Good Reason (each, a “Qualifying Termination”), the Company shall pay you (or cause to occurthen, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day date that is six months after your “separation from service” the Date of Termination (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonusor, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through if earlier than the end of such fiscal yearsix-month period, which Performance Bonuswithin 30 days following the date of the Executive’s death), the Corporation will pay to the Executive (except as provided below) as compensation for services rendered to the Corporation:
(1) A lump-sum cash amount equal to the sum of:
(i) the Executive’s unpaid Base Salary through the Date of Termination (at the rate in effect on the Date of Termination or, if anyhigher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date); plus
(ii) that portion of the target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus
(iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any similar plans or programs then in effect, adopted with respect to the current Fiscal Year and with respect to each of the immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be based on determined by dividing the extent number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the Company achieved relevant LTI plan was adopted to his Date of Termination by 156; plus
(iv) any unpaid vacation under the MBO Goals Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date).
(2) A lump-sum cash amount equal to the sum of:
(i) three times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus
(ii) three times the target annual bonus in effect for the Fiscal Year in which the Change of Control occurs; plus
(iii) three times the target LTI payment for the Fiscal Year in which the Change of Control occurs. Any amount paid to the Executive pursuant to this Section 7(d)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by the performance standards Executive upon termination of the Executive’s employment under any other severance plan, policy, employment agreement or arrangement of the Corporation.
(3) A lump sum cash amount equal to the excess of (i) the actuarial present value as of the Date of Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination and target annual bonus in effect for the Fiscal Year in which the Change of Control occurs and (B) the Executive is credited with an additional 36 months of age and service under such plans, over (ii) the actuarial present value of the actual benefits accrued by the Executive as of the Date of Termination under such plans without the assumptions set forth in any successor incentive planclauses (A) during such fiscal year, multiplied by and (yB) of this Section (7)(d)(3). For purposes of determining actuarial present value under this Section 7(d)(3): (i) the most current Mortality Table (assuming a fraction, the numerator blend of which is the number 50 percent of days male mortality rates and 50 percent of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”female mortality rates) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employerutilized; and (ii) that you may not increase the number interest rate on 30-year U.S. Treasury securities for the month of your designated dependents, if any, during this time unless you do so at your own expense. The period May preceding the Fiscal Year in which the Date of such COBRA Benefits Termination occurs shall be considered part used (such rate is the “applicable interest rate” under Section 417(e)(3)(A)(ii)(II) of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; andthe Internal Revenue Code).
(D4) A lump sum cash amount equal to the “Accrued Obligations” Corporation’s cost (defined below) determined as of the Termination Date. For avoidance Date of doubtTermination) of 36 months of coverage under each plan and policy providing medical, dental, vision, accident, disability and life coverage with respect to the payments Executive and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once his covered dependents, determined at the same coverage level and if payments and benefits are provided under either one upon the same terms as in effect immediately prior to the Date of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsTermination.
Appears in 1 contract
Qualifying Termination. If your Except as applies under paragraph 4(b), if Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for Executive pursuant to a Constructive Termination, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment (the “Good Reason” (as defined below) (each, a “Qualifying TerminationTermination Date”), the Company and (ii) Executive shall pay you (or cause be entitled to occur, as applicable) each of the following:
receive (A) cash severance installment payments in all earned and accrued Base Salary through the Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8 and 9 hereof, (B) an aggregate amount equal to one hundred percent times (100%1X) of your annual Executive’s Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (B12) month period following the Termination Date, (C) the full Signing Bonus amount, payable in a prolump sum on the sixtieth (60th) day following termination, to the extent not previously paid, (D) an amount (the “Pro-rated cash Performance Bonus, calculated as follows: Rata Amount”) equal to the product of (xp) the Performance percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus that would have been earned during the fiscal for such full year in which the Qualifying Termination occurred, assuming that the Qualifying Termination if Executive’s employment had not occurred and that you remained as President terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(c) hereof, (E) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of the Company through COBRA premiums for the end of such fiscal year, which Performance Bonus, if any, shall be based on Executive and/or his dependents in the extent to which same amount paid by the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and during the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before period beginning on the Termination Date for and ending on the first to occur of (xx) the date twelve (12) months after the Termination Date or until you become and (yy) the first day Executive becomes eligible for group insurance similar benefits from under another employer's plans, whichever occurs first(F) to the extent allowed under the applicable plans, provided that you timely elect COBRA coverage continued participation in the Company's life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (“COBRA Benefits”). You agree xx) the date twelve (i12) at any time either before or during months after the period of time you are receiving Termination Date and (yy) the first day Executive becomes eligible for similar benefits under this subsection another employer's plans, and (C)G) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your Except as applies under paragraph 4(b), if Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for “Good Reason” Executive pursuant to a Constructive Termination, then (i) the Employment Period shall be deemed to have ended as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
date of the termination of employment (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the last installment being paid on Termination Date, any then accrued and unpaid Bonus for any fiscal year of the first anniversary Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date;
, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8, and 9 hereof, (B) a pro-rated cash Performance Bonus, calculated as follows: an amount equal to the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred one (1) and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fractionthe sum of Executive’s (I) Base Salary and (II) Target Bonus in effect on the Termination Date, the numerator of which is the number of days of payable in equal monthly installments, in accordance with the Company’s fiscal year normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) the Signing Bonus, payable in a lump sum on the sixtieth (60th) day following termination, if not previously paid, (D) if the Executive and/or her dependents elect continuation coverage under COBRA, payment by the Company of the COBRA premiums for the Executive and/or her dependents in the same amount paid by the Company prior to the Termination Date and during the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before period beginning on the Termination Date for and ending on the first to occur of (xx) the date twelve (12) months after the Termination Date or until you become and (yy) the first day Executive becomes eligible for group insurance similar benefits from under another employer's plans, whichever occurs first(E) to the extent allowed under the applicable plans, provided that you timely elect COBRA coverage continued participation in the Company's life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (“COBRA Benefits”). You agree xx) the date twelve (i12) at any time either before or during months after the period of time you are receiving Termination Date and (yy) the first day Executive becomes eligible for similar benefits under this subsection another employer's plans, and (C)F) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) occur each of the following:
: (A) pay you cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date”) ), and the last installment being paid on the first anniversary of the Termination Date;
; (B) pay you a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
; (C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Company as its General Counsel as of the Termination Date; (D) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve eighteen (1218) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage; and may, for tax purposes, be considered income to you; and
(DE) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i3(e)(i) above or 3(d)(ii3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.under
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) occur each of the following:
(A) pay you cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date”) ), and the last installment being paid on the first anniversary of the Termination Date;
(B) pay you a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President Executive Vice President, Global Operations of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination ▇▇▇ ▇▇▇▇▇▇ March 25, 2015 Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Company as its Executive Vice President, Global Operations as of the Termination Date;
(D) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve eighteen (1218) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, and mayhowever, if the Company determines, in its sole discretion, that it cannot pay for tax purposesthe COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be considered income to youmade regardless of whether you elect health care continuation coverage; and
(DE) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i3(e)(i) above or 3(d)(ii3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance ▇▇▇ ▇▇▇▇▇▇ March 25, 2015 benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, any Cash Severance benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of the Base Salary or Performance Bonus.
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If your Except as applies under paragraph 4(b), if prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for “Good Reason” (as defined below) (eachExecutive pursuant to a Constructive Termination, a “Qualifying Termination”), or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall pay you (or cause be deemed to occur, have ended as applicable) each of the following:
date of the termination of employment or the end of the Employment Period in the case of non-renewal (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the last installment being paid on Termination Date, any then accrued and unpaid Bonus for any fiscal year of the first anniversary Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date;
, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) a pro-rated cash Performance Bonus, calculated as follows: an amount equal to the product of (x) two (2) and (y) the Performance Bonus that would have been earned during sum of Executive’s (I) Base Salary and (II) Target Bonus, payable in equal monthly installments, in accordance with the fiscal year Company’s normal payroll practices in which effect on the Qualifying Termination occurredDate, assuming that for the Qualifying twelve (12) month period following the Termination had not occurred and that you remained as President Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year that Executive is employed by the Company through and (q) Executive’s Bonus for the end of such immediately preceding fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days payable upon satisfaction of the Company’s fiscal year prior to conditions under paragraph 4(h) hereof, (D) continued Benefits during the period beginning on the Termination Date and ending on the denominator first to occur of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(Cxx) the Company will continue to pay the cost date eighteen (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (1218) months after the Termination Date and (yy) the first date after the date hereof on which Executive accepts employment from a company or until you become eligible for group insurance benefits from another employerother entity other than a member of the Company Group, whichever occurs firstand (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C)to a person in a position comparable to Executive’s position as Chief Executive Officer, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is terminated during referred to as the Term without Cause (as defined below) by the Company or by you for Participant’s “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) as a result of (i) the Participant’s death or Disability or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last installment being paid on the first anniversary paragraph of the Termination Date;
(B) a pro-rated cash Performance Bonusthis Section 8(a), calculated as follows: the product of (x) the Performance Bonus LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have been earned during the fiscal year vested in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonusaccordance with Section 3, if any, shall be based had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in the Corporation’s Retirement Policy as in effect on the extent Award Date), the Performance LTIP Units will be subject to which the Company achieved the MBO Goals (or the performance standards pro rata vesting treatment set forth in any successor incentive planthe Retirement Policy (and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) during and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such fiscal year, multiplied by (y) a fractionterm is defined in Exhibit A), the numerator of which is Performance Period with respect to Peer Group I will end on such Interim Date (in the number of days of the Company’s fiscal year event there has been more than one Interim Date on or prior to the Termination Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the denominator event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of which is 365 daysthe year that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Committee Determination as to Peer Group I). This pro-rated In such circumstances, any Performance Bonus LTIP Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (a “Pro-Rated Bonus”after giving effect to such Committee Determination) shall be paid cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to you Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, in each case for terminations governed by such severance plan, or in such other form as the Committee may reasonably require in the circumstances, including as set forth in the Retirement Policy, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, and in any case that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time period specified below, and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the 15th day Participant’s Severance Date (or such later date as may be required for an enforceable release of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation Participant’s claims under the Consolidated Omnibus Budget Reconciliation United States Age Discrimination in Employment Act of 1985 1967, as amended (“COBRAADEA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly extent the ADEA is applicable in writing if you become eligible to receive group health coverage from another employer; and the circumstances, in which case the Participant will be provided with either twenty-one (ii21) that you may not increase or forty-five (45) days, depending on the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as circumstances of the Termination Datetermination, to consider the release). For avoidance of doubtIn addition, the payments and benefits Corporation may require that may the Participant’s release be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more executed no earlier than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsthe Participant’s Severance Date.
Appears in 1 contract
Sources: 3 Year Performance Based Ltip Unit Agreement (Healthpeak Properties, Inc.)
Qualifying Termination. If your employment is terminated Subject to Section 4(a)(ii), if during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, there is a “Qualifying Termination”), the Company then you shall pay you (or cause be eligible to occur, as applicable) receive each of the following:
(A) cash severance installment payments (“Cash Severance”) in an aggregate amount equal to one hundred fifty percent (10050%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid paid, subject to Section 14 below, in ten five monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th 60th day after your “separation Separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) Service from the Company (“Termination Date”) and the last installment being paid on the first six month anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on to the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal yearpermitted by applicable laws without incurring statutory penalties, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve six (126) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”)coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C)B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employeremployer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period;
(C) a cash payment (paid, and maysubject to Section 14 below, for tax purposes, be considered income on the 60th day after your Separation from Service from the Company) in an amount equal to youtwenty-five percent (25%) of your annual Base Salary as in effect on your Termination Date; and
(D) any equity compensation awards (including the “Accrued Obligations” Option (defined belowif granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Termination Date. For avoidance of doubt, the payments Date shall become incrementally vested and benefits that may be provided under Sections 3(d)(iexercisable on an accelerated basis as if your Termination Date occurred six (6) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsmonths later.
Appears in 1 contract
Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated during due to a Qualifying Termination, then you will be eligible to receive the Term without Cause items set forth below subject to your timely compliance with Section 7(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A.
(as defined belowi) by If the Company or by you for “Good Reason” (terminates your employment as defined below) (each, CEO and President between July 1 and September 15 of a “Qualifying Termination”)given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (or cause to occur, as applicablewith such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) each of (the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash SeveranceEarned Bonus”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date);
(Bii) The Company shall pay you a pro-rated cash Performance Bonus, calculated as follows: the product pro rata portion of (xany bonus payable pursuant to Section 3(b) the Performance Bonus that would have been earned during above in respect of the fiscal year in which the Qualifying Termination occurredDate occurs, assuming if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the Qualifying Termination bonus payment would be made if you had not occurred and that you remained as President of employed) (the “Pro Rata Bonus”);
(iii) Subject to Section 11 below, the Company shall provide you with cash payments over the lesser of (1) the eighteen (18)-month period following your Termination Date and (2) the period from your Termination Date through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals expected term (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fractionas applicable, the numerator of which is “Severance Period”) equal in the number of days of the Company’s fiscal year aggregate to your then current annual Base Salary (prior to the Termination Date and the denominator of which is 365 days. This any reduction giving rise to Good Reason) pro-rated Performance Bonus for the Severance Period. The cash payments provided by this subpart (a “Pro-Rated Bonus”iii) shall be paid to you no later than in substantially equal installments payable under regular payroll practices over the 15th day of the third month immediately following the fiscal year in which the Qualifying Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination has occurredDate;
(Civ) the The Company will shall continue to pay the cost Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay the same extent portion (if any) of the necessary premium that the Company was doing so you were responsible to pay as of immediately before the your Termination Date. In all cases, the coverage (and/or reimbursement payments) for all group employee benefit provided in this subpart shall immediately terminate if you are offered comparable coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided in connection with your employment by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(Dv) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Accrued ObligationsGood Reason” within ninety (defined below90) as days after the date that any one of the Termination Datefollowing events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. For avoidance Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of doubt, your written notice (such notice shall describe in reasonable detail the payments basis and benefits underlying facts supporting your belief that may a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided under Sections 3(d)(ito the Company within sixty (60) above days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or 3(d)(ii) below shall not failure to timely resign your employment for Good Reason means that you will be provided more than once deemed to have consented to and if payments and benefits are provided under either one of these subsectionswaived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then no payments you may either resign your employment without Good Reason or benefits will otherwise be provided again under either one you may continue to remain employed subject to the terms of these subsections.this Agreement. “Good Reason” means:
Appears in 1 contract
Qualifying Termination. If your If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is terminated during referred to as the Term without Cause (as defined below) by the Company or by you for Participant’s “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) as a result of (i) the Participant’s death or Disability or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last installment being paid on the first anniversary paragraph of the Termination Date;
(B) a pro-rated cash Performance Bonusthis Section 8(a), calculated as follows: the product of (x) the Performance Bonus LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have been earned during the fiscal year vested in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonusaccordance with Section 3, if any, had the Participant remained employed until the end of the Vesting Period. In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the Performance Period with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be based on disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the extent determination as to which whether the Company achieved the MBO Goals (or Corporation has attained the performance standards goals set forth in any successor incentive plan) during Exhibit A with respect to Peer Group I for the Performance Period shall be made by the Committee based solely on performance through such fiscal yearapplicable Interim Date, multiplied by (y) a fraction, the numerator of which is the number of days such determination to be made no later than March 15 of the Company’s fiscal year prior that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Termination Date and Committee Determination as to Peer Group I). In such circumstances, any Performance LTIP Units corresponding to Peer Group I that are not vested on the denominator date of which is 365 days. This pro-rated Performance Bonus such Committee Determination (a “Pro-Rated Bonus”after giving effect to such Committee Determination) shall be paid cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to you Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, or in either case such other form as the Committee may reasonably require in the circumstances, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time period specified below, and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the 15th day Participant’s Severance Date (or such later date as may be required for an enforceable release of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation Participant’s claims under the Consolidated Omnibus Budget Reconciliation United States Age Discrimination in Employment Act of 1985 1967, as amended (“COBRAADEA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly extent the ADEA is applicable in writing if you become eligible to receive group health coverage from another employer; and the circumstances, in which case the Participant will be provided with either twenty-one (ii21) that you may not increase or forty-five (45) days, depending on the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as circumstances of the Termination Datetermination, to consider the release). For avoidance of doubtIn addition, the payments and benefits Corporation may require that may the Participant’s release be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more executed no earlier than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsthe Participant’s Severance Date.
Appears in 1 contract
Sources: 3 Year Performance Based Ltip Unit Agreement (Healthpeak Properties, Inc.)
Qualifying Termination. If your The rules set forth below in this Section 5(b) shall apply in the event of a Qualifying Termination. A “Qualifying Termination” means that [(1) the Participant’s employment by the Company is terminated during by the Term Company without Cause [(as such term is defined in the Participant’s employment agreement with the Company (the “Employment Agreement”)] or by the Participant with Good Reason [(as defined below) in the Employment Agreement)], in either event, on or after [____________, ___], (2)] while employed by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”)Company, the Company shall pay you (Participant dies or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (becomes “Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from servicedisabled” (within the meaning of Internal Revenue Code (“Code”) Section 409A), [or (3) from in the Company event of the Participant’s Retirement (“as defined in the Employment Agreement)]. Subject to the release requirement set forth below, in the event of the Participant’s Qualifying Termination: • The unvested Time-Vest RSUs that are outstanding immediately prior to such Qualifying Termination Date”) shall fully vest and become nonforfeitable immediately prior to such Qualifying Termination, and, as to the time-based vesting requirements applicable to the unvested Performance-Vest RSUs that are outstanding immediately prior to such Qualifying Termination, such time-based vesting requirements shall be considered fully satisfied immediately prior to such Qualifying Termination. • In the event of a Qualifying Termination before [December 31, 2017] and prior to a 409A Change in Control Event, the performance period applicable to the Performance-Vest RSUs shall end in connection with such Qualifying Termination and the last installment being paid number of Eligible Performance-Vest RSUs shall be determined in accordance with Appendix B hereto, as modified by this paragraph. If the Qualifying Termination occurs on or before [June 30, 2015], the applicable percentage based on the first anniversary of Company’s FFO Per Share performance shall be deemed to be 100%. If the Qualifying Termination Date;
(B) a occurs after [June 30, 2015], and before [December 31, 2015], the FFO Per Share measurement/target levels set forth in Appendix B shall be pro-rated cash Performance Bonusfor a short performance period ending with the quarter prior to the quarter in which the Qualifying Termination occurs, calculated as follows: and the product applicable percentage based on the Company’s FFO Per Share performance shall be determined based on the Company’s actual FFO Per Share for that short performance period against such pro-rated measurement/target levels. In addition, the applicable percentage determined based on the Company’s TSR Percentile Ranking shall be based on each year of the three (x) 3)-year period relevant for such determinations that is completed prior to the Performance Bonus that would have been earned during date of the fiscal Qualifying Termination, and the short year in which the Qualifying Termination occurred, assuming that occurs (with the applicable Ending Prices determined as of the date of the Qualifying Termination had not for purposes of determining TSRs and the TSR Percentile for such short year). For purposes of clarity, if a Qualifying Termination occurred and that you remained as President on [June 30, 2015], for example, there would be no completed year of the Company through three (3)-year period and the end TSR Percentile Ranking would be determined solely with respect to the short period of such fiscal year, which Performance Bonus, if any, shall be based on approximately six (6) months ending with the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days date of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsTermination.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Kilroy Realty, L.P.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) occur each of the following:
(A) pay you cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date”) ), and the last installment being paid on the first anniversary of the Termination Date;
(B) pay you a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President Chief Financial Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2015
(C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided an additional twelve (12) months of service to the Company as its Chief Financial Officer as of the Termination Date;
(CD) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve eighteen (1218) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, and mayhowever, if the Company determines, in its sole discretion, that it cannot pay for tax purposesthe COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be considered income to youmade regardless of whether you elect health care continuation coverage; and
(DE) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i3(e)(i) above or 3(d)(ii3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, any Cash Severance benefits provided under Sections CONFIDENTIAL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2015 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of the Base Salary or Performance Bonus.
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If If, during the Term, you are no longer serving as the Chief Executive Officer of the Company because either (1) the Company has terminated your employment is terminated during the Term as Chief Executive Officer without Cause “Cause” (as defined below), or (2) by the Company or by you resign as Chief Executive Officer for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one two hundred percent (100200%) of your annual Base Salary as in effect on your “Qualifying Termination Date Date” (as defined below) (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the 90th day after your “separation from service” (within the meaning Termination Date and with the remaining amount of Internal Revenue Code (“Code”) Section 409A) from Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Company (“Termination Date”) and Date such that the last installment being is paid on the first second anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Qualifying Termination Date and the denominator of which is 365 days. This You shall also be eligible for a discretionary bonus (as determined by the Board or a compensation committee of the Board) for the portion of the year served through the Qualifying Termination Date. The pro-rated Performance Bonus and any such discretionary bonus described in this clause (d)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for twelve eighteen (1218) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”) ; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage. In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you;
(D) the portion of the stock options granted to you prior to the Qualifying Termination Date (“Options”) and any other equity compensation incentives granted to you prior to the Qualifying Termination Date (collectively, the “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the twenty-four (24) month period following the Qualifying Termination Date, shall automatically vest and become exercisable on the Qualifying Termination Date. In addition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (collectively, the “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in the applicable Performance Award Agreement, it being understood that the Company shall structure the Performance Awards to include the concept of twenty-four (24) month forward vesting with respect to time-based vesting requirements after the Qualifying Termination Date and a measurement of the performance standard as of the Qualifying Termination Date, on a pro-rated basis with reference to the Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of (x) twelve (12) months following the date on which the Equity Incentives vest pursuant to the terms of this clause (D); (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and
(DE) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason. Additionally, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 Page 5 Base Salary or Performance Bonus.
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If your Except as applies under paragraph 4(b), if prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for Executive pursuant to a Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Good Reason” (as defined below) (each, a “Qualifying TerminationTermination Date”), the Company and (ii) Executive shall pay you (or cause be entitled to occur, as applicable) each of the following:
receive (A) cash severance installment payments in all earned and accrued Base Salary through the Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) an aggregate amount equal to one hundred percent times (100%1X) of your annual Executive’s Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (B12) a promonth period following the Termination Date, (C) an amount (the “Pro-rated cash Performance Bonus, calculated as follows: Rata Amount”) equal to the product of (xp) the Performance percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus that would have been earned for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based period beginning on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and ending on the denominator first to occur of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(Cxx) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for date twelve (12) months after the Termination Date and (yy) the first date after the date hereof on which Executive accepts employment from a company or until you become eligible for group insurance benefits from another employerother entity other than a member of the Company Group, whichever occurs firstand (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during to a person in a position comparable to Executive’s position with the period of time you are receiving benefits under this subsection (C)Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your employment is terminated If, during the Term without Cause (as defined below) Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution of a settlement agreement in a form prescribed by the Company, which shall be in full and final settlement of all and any rights and claims which the Executive has or may have against the Company and any of its subsidiaries and affiliates, and any of its or by you for “Good Reason” their directors, officers, employees and shareholders, arising from or in connection with his employment or directorships and / or their termination (as defined belowincluding both contractual and statutory employment claims in the UK) (eachthe “Release”) which becomes effective as soon as reasonably practicable following the Termination Date, a “Qualifying Termination”)but in no event later than five (5) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay you or provide to Executive the following (or cause in addition to occur, as applicable) each of the following:Accrued Obligations):
(Ai) cash severance installment payments in an aggregate amount The Company shall continue to pay to Executive amounts equal to one hundred percent (100%) of your annual Executive’s then-current Base Salary as (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect on your Termination Date immediately prior to such reduction) (the “Cash Continued Salary Severance”) being paid during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in ten monthly pro-rata substantially equal installments in accordance with the first installment Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of Cash Severance being paid on the 90th day after your “separation from service” second (within the meaning of Internal Revenue Code 2nd) such calendar year (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being any payments otherwise payable prior thereto shall instead be paid on the first anniversary of regularly scheduled Company payroll date occurring in the Termination latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date;”)).
(ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a pro-rated single lump sum cash Performance Bonuspayment on the First Payroll Date. For purposes of this Agreement, calculated as follows: “Average Compensation” is the product average of the sum of Executive’s actual (x) EU-DOCS\45887982.1 Base Salary (which, in the Performance Bonus that would have been earned during event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Dateoccurs. For the avoidance of doubt, in no event shall the payments and benefits that may be provided under Sections 3(d)(isum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionstimes the Average Compensation.
Appears in 1 contract
Sources: Employment Agreement (Kennedy-Wilson Holdings, Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause Should you incur a Qualifying Termination (as defined below) by you will be eligible for the Company or by following payments and benefits, provided that you for “Good Reason” remain in compliance with your obligations under the terms of this agreement, including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below) (each, a “Qualifying Termination”). Should you fail to comply with your obligations under this Agreement or the Release, the Company shall pay you may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one (1) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or cause to occur(4) as set forth in the definition below of Qualifying Termination, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your the average annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned bonuses received by you during the fiscal three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination occurredTermination, assuming that the Qualifying Termination had not occurred and that you remained Separation Payment shall be paid as President follows: 50% of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) Separation Payment shall be paid to you no within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the 15th date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the third month immediately subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that the total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, in the event of a Qualifying Termination within one year following a Change in Control, the Separation Payment shall be paid in a single lump sum within ten (10) business days following the fiscal year in which effective date of the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employerTermination, whichever occurs first, again provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsearlier calendar year.
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by Employment Period the Company or by you for Executive suffers a “Good Reasonseparation from service” (as defined belowin Treasury Regulation §1.409A-1(h)) because his employment is terminated either (1) by the Corporation other than for Cause or, Disability or by reason of the Executive’s death or (2) by the Executive for Good Reason (each, a “Qualifying Termination”), the Company shall pay you (or cause to occurthen, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day date that is six months after your “separation from service” the Date of Termination (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonusor, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through if earlier than the end of such fiscal yearsix-month period, which Performance Bonus, if any, shall be based on within 30 days following the extent to which date of the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fractionExecutive’s death), the numerator of which is the number of days of the Company’s fiscal year prior Corporation will pay to the Termination Date and Executive (except as provided below) as compensation for services rendered to the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;Corporation:
(C1) the Company will continue to pay the cost (A lump-sum cash amount equal to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree sum of:
(i) the Executive’s unpaid Base Salary through the Date of Termination (at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time either before or during within the 90-day period of time you are receiving benefits under this subsection (Cpreceding the Effective Date), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and plus
(ii) that you may not increase portion of the target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of your designated dependentsfull weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus
(iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any similar plans or programs then in effect, adopted with respect to the current Fiscal Year and with respect to each of the immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus (iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if anymore favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date).
(2) A lump-sum cash amount equal to the sum of:
(i) threetwo times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus
(ii) threetwo times the Executive’s target annual bonus in effect for the Fiscal Year in which the Change of Control occurs; plus (iii) three times the target LTI payment for the Fiscal Year in which the Change of Control occurs. Any amount paid to the Executive pursuant to this time unless you do so at your own expense. The period of such COBRA Benefits Section 7(d)(2) shall be considered part offset by any other amount of your COBRA coverage entitlement periodseverance relating to salary or bonus continuation to be received by the Executive upon termination of the Executive’s employment under any other severance plan, and maypolicy, for tax purposes, be considered income to you; andemployment agreement or arrangement of the Corporation.
(D3) A lump sum cash amount equal to the excess of (i) the “Accrued Obligations” (defined below) actuarial present value as of the Date of Termination Date. For avoidance of doubt, the payments and benefits that may would be provided accrued under Sections 3(d)(ithe FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) above or 3(d)(iithe Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination and target annual bonus in effect for the Fiscal Year in which the Change of Control occurs and (B) below shall not be provided more than once the Executive is credited with an additional 36 months of age and if payments service under such plans, over (ii) the actuarial present value of the actual benefits accrued by the Executive as of the Date of Termination under such plans without the assumptions set forth in clauses (A) and benefits are provided under either one (B) of these subsections, then no payments or benefits will otherwise be provided again under either one this Section (7)(d)(3).
(4) A lump sum cash amount equal to the Corporation’s cost (determined as of these subsections.the Date of Termination) of 36 months of coverage under
Appears in 1 contract
Qualifying Termination. If your employment is terminated Subject to Section 4(a)(ii), if during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, there is a “Qualifying Termination”), the Company then you shall pay you (or cause be eligible to occur, as applicable) receive each of the following:
(A) cash severance installment payments (“Cash Severance”) in an aggregate amount equal to one hundred and fifty percent (100150%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid paid, subject to Section 14 below, in ten monthly pro-rata installments on the Company’s normal payroll dates with the first installment of Cash Severance being paid on the 90th 60th day after your “separation Separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) Service from the Company (“Termination Date”) and the last installment being paid on the first eighteen month anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on to the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal yearpermitted by applicable laws without incurring statutory penalties, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve eighteen (1218) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”)coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C)B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employeremployer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(DC) any equity compensation awards (including the “Accrued Obligations” Option (defined belowif granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Termination Date. For avoidance of doubt, the payments Date shall become incrementally vested and benefits that may be provided under Sections 3(d)(iexercisable on an accelerated basis as if your Termination Date occurred eighteen (18) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsmonths later.
Appears in 1 contract
Qualifying Termination. If your If, at any time during the Vesting Period, the Participant ceases to be employed by the Employer, (the date of such termination of employment is terminated during referred to as the Term without Cause (as defined below) by the Company or by you for Participant’s “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) as a result of (i) the Participant’s death or Disability or (ii) a termination of employment by the Employer without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last installment being paid on the first anniversary paragraph of the Termination Date;
(B) a pro-rated cash Performance Bonusthis Section 8(a), calculated as follows: the product of (x) the Performance Bonus LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will vest with respect to the number of Performance LTIP Units that would have been earned during the fiscal year vested in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonusaccordance with Section 3, if any, shall be based had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in Healthpeak’s Retirement Policy as in effect on the extent Award Date), the Performance LTIP Units will be subject to which the Company achieved the MBO Goals (or the performance standards pro rata vesting treatment set forth in any successor incentive planHealthpeak’s Retirement Policy (and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) during and the Severance Date occurs on or before the last day of the fourth year of the Performance Period, or after the Severance Date and before the last day of the fourth year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to the Peer Group (as such fiscal year, multiplied by (y) a fractionterm is defined in Exhibit A), the numerator of which is Performance Period will end on such Interim Date (in the number of days of the Company’s fiscal year event there has been more than one Interim Date on or prior to the Termination Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the denominator event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to the Peer Group after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to the Peer Group for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of which is 365 daysthe year that follows the later of the Severance Date or the applicable Interim Date as to the Peer Group (such determination to be the Committee Determination as to the Peer Group). This pro-rated In such circumstances, any Performance Bonus LTIP Units corresponding to the Peer Group that are not vested on the date of such Committee Determination (a “Pro-Rated Bonus”after giving effect to such Committee Determination) shall be paid cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to you Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Healthpeak Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the Healthpeak CIC Severance Plan, in each case for terminations governed by such severance plan, or in such other form as the Committee may reasonably require in the circumstances, including as set forth in Healthpeak’s Retirement Policy, which other form shall include the Corporation, the Partnership and their related persons as releasees and otherwise be substantially similar to the form attached to the Healthpeak Severance Plan or the Healthpeak CIC Severance Plan, as the case may be, and in any case that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to Healthpeak and the Corporation, so that it is received by Healthpeak and the Corporation in the time period specified below, and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to Healthpeak and the Corporation so that it is received by Healthpeak and the Corporation no later than twenty-five (25) calendar days after the 15th day Participant’s Severance Date (or such later date as may be required for an enforceable release of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation Participant’s claims under the Consolidated Omnibus Budget Reconciliation United States Age Discrimination in Employment Act of 1985 1967, as amended (“COBRAADEA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly extent the ADEA is applicable in writing if you become eligible to receive group health coverage from another employer; and the circumstances, in which case the Participant will be provided with either twenty-one (ii21) that you may not increase or forty-five (45) days, depending on the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as circumstances of the Termination termination, to consider the release). In addition, Healthpeak and the Corporation may require that the Participant’s release be executed no earlier than the Participant’s Severance Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 1 contract
Sources: 5 Year Performance Based Ltip Unit Agreement (Janus Living, Inc.)
Qualifying Termination. If your Except as applies under paragraph 4(b), if prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for Executive pursuant to a Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment or the end of the Employment Period in the case of non-renewal (the “Good Reason” (as defined below) (each, a “Qualifying TerminationTermination Date”), the Company and (ii) Executive shall pay you (or cause be entitled to occur, as applicable) each of the following:
receive (A) cash severance installment payments in all earned and accrued Base Salary through the Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) an aggregate amount equal to one hundred percent times (100%1x) of your annual Executive’s Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (B12) a promonth period following the Termination Date, (C) an amount (the “Pro-rated cash Performance Bonus, calculated as follows: Rata Amount”) equal to the product of (xp) the Performance percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus that would have been earned for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based period beginning on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and ending on the denominator first to occur of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(Cxx) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for date twelve (12) months after the Termination Date and (yy) the first date after the date hereof on which Executive accepts employment from a company or until you become eligible for group insurance benefits from another employerother entity other than a member of the Company Group, whichever occurs firstand (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during to a person in a position comparable to Executive’s position with the period of time you are receiving benefits under this subsection (C)Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your employment is terminated Subject to Section 4(a)(ii), if during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, there is a “Qualifying Termination”), the Company then you shall pay you (or cause be eligible to occur, as applicable) receive each of the following:
(A) cash severance installment payments (“Cash Severance”) in an aggregate amount equal to one hundred fifty percent (10050%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid paid, subject to Section 14 below, in ten five monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th 60th day after your “separation Separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) Service from the Company (“Termination Date”) and the last installment being paid on the first six month anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on to the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal yearpermitted by applicable laws without incurring statutory penalties, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve six (126) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”)coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C)B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employeremployer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(DC) any equity compensation awards (including the “Accrued Obligations” Option (defined belowif granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Termination Date shall become incrementally vested and exercisable on an accelerated basis in an amount equal to the number that would have vested at the next vesting date that would have occurred after the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company Managing Director through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any comparable UK law, to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage or coverage under any comparable UK law (in either case, “COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below1) by the Company terminates the Executive’s employment for any reason other than for Cause, Disability or by you death or (2) the Executive terminates employment for “Good Reason” (as defined below) Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger):
(i) the Company shall pay you to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (or cause to occur1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as applicable) each of the following:
(A) cash severance installment payments Date of Termination that were incurred by the Executive prior to the Date of Termination in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments accordance with the first installment of Cash Severance being paid on the 90th day after your “separation from service” applicable Company policy, and (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x3) the Performance Executive’s Annual Bonus that would have been earned during for the fiscal year immediately preceding the fiscal year in which the Qualifying Date of Termination occurredoccurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) subject to Section 4(e), assuming the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay the Severance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the Qualifying first payment shall be made on the 60th day following the Date of Termination had not occurred and that you remained as President of shall include all installments otherwise payable within such 60-day period;
(iii) subject to Section 4(e), the Company through shall pay to the end Executive in a lump sum in cash a pro rata portion of such fiscal year, any Annual Bonus earned for the year in which Performance Bonus, if any, shall be the Date of Termination occurs (with proration determined based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following months in the fiscal year in which the Qualifying Termination has occurredExecutive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following the fiscal year to which the Annual Bonus relates);
(Civ) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited;
(v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company will shall continue the health and welfare benefits 4844-0817-3566 v.6 provided to pay the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost (to the same extent that Company (collectively, the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 “Welfare Benefits”); and
(“COBRA”vi) to the same extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided by or that the Company’s group plans immediately before Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination Date for twelve (12) months after such other amounts and benefits shall be hereinafter referred to as the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Other Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under As used in this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubtAgreement, the payments and benefits that may be provided term “affiliated companies” shall include any company controlled by, controlling or under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionscommon control with the Company.
Appears in 1 contract
Sources: Employment Agreement (Columbia Banking System, Inc.)
Qualifying Termination. If your Except as applies under paragraph 4(b), if Executive’s employment by the Company is terminated during the Term without Cause (as defined belowherein defined) by the Company or by you for “Good Reason” Executive pursuant to a Constructive Termination (as defined belowherein defined), then (i) the Employment Period shall be deemed to have ended as of the date of the termination of employment (each, a the “Qualifying TerminationTermination Date”), the Company and (ii) Executive shall pay you (or cause be entitled to occur, as applicable) each of the following:
receive (A) cash severance installment payments in all earned and accrued Base Salary through the Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, (B) an aggregate amount equal to one hundred percent times (100%1X) of your annual Executive’s Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (B12) a promonth period following the Termination Date, (C) an amount (the “Pro-rated cash Performance Bonus, calculated as follows: Rata Amount”) equal to the product of (xp) the Performance percentage of the days in the applicable calendar year that Executive is employed by the Company and (q) Executive’s annual Bonus that would have been earned during the fiscal for such full year in which the Qualifying Termination occurred, assuming that the Qualifying Termination if Executive’s employment had not occurred and that you remained as President terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(c) hereof, (D) the Signing Bonus, payable in a lump sum on the sixtieth (60th) day following termination, if not previously paid, (E) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of the Company through COBRA premiums for the end of such fiscal year, which Performance Bonus, if any, shall be based on Executive and/or his dependents in the extent to which same amount paid by the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and during the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before period beginning on the Termination Date for and ending on the first to occur of (xx) the date twelve (12) months after the Termination Date or until you become and (yy) the first day Executive becomes eligible for group insurance similar benefits from under another employer’s plans, whichever occurs first(F) to the extent allowed under the applicable plans, provided that you timely elect COBRA coverage continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of (“COBRA Benefits”). You agree xx) the date twelve (i12) at any time either before or during months after the period of time you are receiving Termination Date and (yy) the first day Executive becomes eligible for similar benefits under this subsection another employer’s plans, and (C)G) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your during the Employment Period the Executive’s employment is terminated during the Term without Cause (as defined below) either by the Company Corporation other than for Cause or Disability or by you reason of the Executive’s death or by the Executive for “Good Reason” Reason (as defined below) (each, a “Qualifying Termination”), then the Company shall pay you Corporation will pay, subject to the provisions of Section 7(g) of this Agreement, to the Executive within 30 days following the Date of Termination (or cause to occurexcept as provided below), as applicablecompensation for services rendered to the Corporation:
(1) A lump-sum cash amount equal to the sum of:
(i) the Executive’s unpaid Base Salary through the Date of Termination (at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date); plus
(ii) that portion of the target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus
(iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any similar plans or programs then in effect, adopted with respect to the current Fiscal Year and with respect to each of the followingimmediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus
(iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date).
(2) A lump-sum cash amount equal to the sum of:
(Ai) three times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus
(ii) three times the target annual bonus in effect for the Fiscal Year in which the Change of Control occurs; plus
(iii) three times the target LTI payment for the Fiscal Year in which the Change of Control occurs. Any amount paid to the Executive pursuant to this Section 7(d)(2) shall be offset by any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of the Executive’s employment under any other severance plan, policy, employment agreement or arrangement of the Corporation.
(3) A lump sum cash severance installment payments in an aggregate amount equal to one hundred percent the excess of (100%i) the actuarial present value as of your the Date of Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary as in effect on your during the 12-month period prior to the Date of Termination Date (“Cash Severance”) being paid and target annual bonus in ten monthly pro-rata installments with effect for the first installment Fiscal Year in which the Change of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) Control occurs and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonusthe Executive is credited with an additional 36 months of age and service under such plans, calculated as follows: the product of over (xii) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President actuarial present value of the Company through actual benefits accrued by the end Executive as of the Date of Termination under such fiscal year, which Performance Bonus, if any, shall be based on plans without the extent to which the Company achieved the MBO Goals (or the performance standards assumptions set forth in any successor incentive planclauses (A) during such fiscal year, multiplied by and (yB) of this Section (7)(d)(3). For purposes of determining actuarial present value under this Section 7(d)(3): (i) the most current Mortality Table (assuming a fraction, the numerator blend of which is the number 50 percent of days male mortality rates and 50 percent of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”female mortality rates) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employerutilized; and (ii) that you may not increase the number interest rate on 30-year U.S. Treasury securities for the month of your designated dependents, if any, during this time unless you do so at your own expense. The period May preceding the Fiscal Year in which the Date of such COBRA Benefits Termination occurs shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
used (D) such rate is the “Accrued Obligationsapplicable interest rate” (defined belowunder Section 417(e)(3)(A)(ii)(II) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsInternal Revenue Code).
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, Upon a “Qualifying Termination”), the Executive will receive the Accrued Payments and, provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, the following severance benefits (the “Severance Benefits”):
(a) The Company shall pay you (or cause to occurprovide the Executive, as applicable) each of severance, the followingfollowing benefits:
(Ai) cash severance installment payments in an aggregate amount equal to one hundred percent twelve (100%12) months of your annual the Executive’s then-current Base Salary as in effect on your Termination Date (disregarding any reduction that may have given rise to Good Reason) (the “Cash Severance”) being ). The Severance will be paid in ten monthly proa single lump-rata installments with sum cash payment on Employer’s or the Employer’s successor’s first installment of Cash regular payroll date following the date on which the Release Obligation has been fulfilled. The Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) will be subject to all applicable withholding and the last installment being paid on the first anniversary of the Termination Date;deductions; and
(Bii) a prolump-rated sum cash Performance Bonusamount, calculated as follows: on Employer’s first regular payroll date following the date on which the Release Obligation has been fulfilled, equal to the product of twelve (x12) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal yearmonths, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior grossed-up monthly premium pursuant to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), that Executive would be required to inform pay to continue the Company promptly in writing if you become eligible to receive group health coverage from another employer; in effect on the Separation Date for Executive and any of Executive’s eligible dependents (iiwhich amount will be based on the premium for the first month of COBRA coverage) that you may not increase (the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such “COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to youSeverance”); and
(Db) If, following the end of the Bonus Year in which the Executive’s Qualifying Termination occurs, the Board determines in good faith that the applicable Bonus objectives and milestones for that Bonus Year have been achieved, Executive will receive a Bonus, as so determined by the Board and pro-rated based on the date of the Executive’s Qualifying Termination (the “Accrued Obligations” (defined below) as of Bonus Severance”). The Bonus Severance will be paid to the Termination Date. For avoidance of doubtExecutive pursuant to the payment timing provisions set forth in Section 2.2, the payments subject to all applicable deductions and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionswithholdings.”
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause Should you incur a Qualifying Termination (as defined below) by you will be eligible for the Company or by following payments and benefits, provided that you for “Good Reason” remain in compliance with your obligations under the terms of this agreement, including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below) (each, a “Qualifying Termination”). Should you fail to comply with your obligations under this Agreement or the Release, the Company shall pay you may, in addition to any other available remedies, cease making any payment or benefit provided for herein. SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one and one-half (1.5) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or cause to occur(4) as set forth in the definition below of Qualifying Termination, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your the average annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned bonuses received by you during the fiscal three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment"). If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination occurredTermination, assuming that the Qualifying Termination had not occurred and that you remained Separation Payment shall be paid as President follows: 50% of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) Separation Payment shall be paid to you no within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the 15th date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the third month immediately subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that the total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, in the event of a Qualifying Termination within one year following a Change in Control, the Separation Payment shall be paid in a single lump sum within ten (10) business days following the fiscal year in which effective date of the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employerTermination, whichever occurs first, again provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsearlier calendar year.
Appears in 1 contract
Qualifying Termination. If your If, at any time during the Vesting Period, the Participant ceases to be employed by the Corporation or its Subsidiaries (the date of such termination of employment is terminated during referred to as the Term without Cause (as defined below) by the Company or by you for Participant’s “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) as a result of (i) the Participant’s death or Disability, or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason (each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last installment being paid on the first anniversary paragraph of the Termination Date;
(B) a pro-rated cash Performance Bonusthis Section 8(a), calculated as follows: the product of (x) the Performance Bonus that Units will remain outstanding during the remainder of the Vesting Period and will remain subject to Section 3, and (y) the Participant will be entitled to the number of Performance Units the Participant would have been earned during the fiscal year received in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonusaccordance with Section 3, if any, shall be based had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in the Corporation’s Retirement Policy as in effect on the extent Award Date), the Performance Units will be subject to which the Company achieved the MBO Goals (or the performance standards pro rata vesting treatment set forth in any successor incentive planthe Retirement Policy (and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) during and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such fiscal year, multiplied by (y) a fractionterm is defined in Exhibit A), the numerator of which is Performance Period with respect to Peer Group I will end on such Interim Date (in the number of days of the Company’s fiscal year event there has been more than one Interim Date on or prior to the Termination Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be paid disregarded) and there will be no new or additional measurement period with respect to you Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than the 15th day March 15 of the third month immediately following year that follows the fiscal year later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Committee Determination as to Peer Group I). In such circumstances, any Performance Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall terminate. No additional Performance Units will vest pursuant to Section 9(b) or Exhibit A with respect to performance after, or a Change in which Control Event that occurs after, the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (applicable Interim Date. Any benefit to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) Participant pursuant to the same extent provided by preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the CompanyParticipant’s group plans immediately before death) is subject to the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided condition that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, in each case for terminations governed by such severance plan, or in such other form as the Committee may reasonably require in the circumstances, including as set forth in the Retirement Policy, which other form shall be substantially similar to the form attached to the Severance Plan or the CIC Severance Plan, as the case may be, and in any case that would otherwise apply in the circumstances but with such changes as the Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time either before period specified below, and (iii) such release is not revoked by the Participant (pursuant to any revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Participant’s release referred to in the preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (25) calendar days after the Participant’s Severance Date (or during such later date as may be required for an enforceable release of the period Participant’s claims under the United States Age Discrimination in Employment Act of time you are receiving benefits under this subsection 1967, as amended (C“ADEA”), to inform the Company promptly extent the ADEA is applicable in writing if you become the circumstances, in which case the Participant will be provided with either twenty-one (21) or forty-five (45) days, depending on the circumstances of the termination, to consider the release). In addition, the Corporation may require that the Participant’s release be executed no earlier than the Participant’s Severance Date. If the period during which the Participant is permitted to consider the release in accordance with this paragraph begins in one calendar year and ends in a second calendar year, the payment of any Stock Units that remain eligible to receive group health coverage from another employer; and (ii) that you may not increase vest or are payable pursuant to the number preceding paragraphs of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below Section 8 shall not be provided more made earlier than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsthe second calendar year.
Appears in 1 contract
Sources: 3 Year Performance Based Restricted Stock Unit Agreement (Healthpeak Properties, Inc.)
Qualifying Termination. If your employment is terminated If, during the Term without Cause (as defined below) Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company or by you for (the “Good Reason” Release”) which becomes effective and irrevocable no later than sixty (as defined below60) (each, a “Qualifying Termination”)days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay you or provide to Executive the following (or cause in addition to occur, as applicable) each of the following:Accrued Obligations):
(Ai) cash severance installment payments in an aggregate amount The Company shall continue to pay to Executive amounts equal to one hundred percent (100%) of your annual Executive’s then-current Base Salary as (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect on your Termination Date immediately prior to such reduction) (the “Cash Continued Salary Severance”) being paid during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in ten monthly pro-rata substantially equal installments in accordance with the first installment Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of Cash Severance being paid on the 90th day after your “separation from service” second (within the meaning of Internal Revenue Code 2nd) such calendar year (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being any payments otherwise payable prior thereto shall instead be paid on the first anniversary of regularly scheduled Company payroll date occurring in the Termination latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date;”)).
(ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) three (3) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a pro-rated single lump sum cash Performance Bonuspayment on the First Payroll Date. For purposes of this Agreement, calculated as follows: “Average Compensation” is the product average of the sum of Executive’s actual (x) Base Salary (which, in the Performance Bonus that would have been earned during event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Dateoccurs. For the avoidance of doubt, in no event shall the payments and benefits that may be provided under Sections 3(d)(isum of the Lump Sum Severance plus the Continued Salary Severance exceed three (3) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionstimes the Average Compensation.
Appears in 1 contract
Sources: Employment Agreement (Kennedy-Wilson Holdings, Inc.)
Qualifying Termination. If your Except as applies under paragraph 4(b), if prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment is terminated during the Term without Cause (as defined below) by the Company is terminated without Cause or by you for “Good Reason” (as defined below) (eachExecutive pursuant to a Constructive Termination, a “Qualifying Termination”), or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then (i) the Employment Period shall pay you (or cause be deemed to occur, have ended as applicable) each of the following:
date of the termination of employment or the end of the Employment Period in the case of non-renewal (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”), and (ii) Executive shall be entitled to receive (A) all earned and accrued Base Salary through the last installment being paid on Termination Date, any then accrued and unpaid Bonus for any fiscal year of the first anniversary Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date;
, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) a pro-rated cash Performance Bonus, calculated as follows: an amount equal to the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred one and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals one-half (or the performance standards set forth in any successor incentive plan1.5) during such fiscal year, multiplied by and (y) a fractionthe sum of Executive’s (I) Base Salary and (II) Target Bonus in effect on the Termination Date, the numerator of which is the number of days of payable in equal monthly installments, in accordance with the Company’s fiscal normal payroll practices in effect on the Termination Date, for the eighteen (18) month period following the Termination Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the percentage of the days in the applicable calendar year prior that Executive is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(b) hereof, (D) continued Benefits during the period beginning on the Termination Date and ending on the denominator first to occur of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(Cxx) the Company will continue to pay the cost date eighteen (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (1218) months after the Termination Date and (yy) the first date after the date hereof on which Executive accepts employment from a company or until you become eligible for group insurance benefits from another employerother entity other than a member of the Company Group, whichever occurs firstand (E) outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during to a person in a position comparable to Executive’s position with the period of time you are receiving benefits under this subsection (C)Company, subject, in each case, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; withholding and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsother appropriate deductions.
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below1) by the Company terminates the Executive’s employment for any reason other than for Cause, Disability or by you death or (2) the Executive terminates employment for “Good Reason” (as defined below) Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc.):
(i) the Company shall pay you to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (or cause to occur1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as applicable) each of the following:
(A) cash severance installment payments Date of Termination that were incurred by the Executive prior to the Date of Termination in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments accordance with the first installment of Cash Severance being paid on the 90th day after your “separation from service” applicable Company policy, and (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x3) the Performance Executive’s Annual Bonus that would have been earned during for the fiscal year immediately preceding the fiscal year in which the Qualifying Date of Termination occurredoccurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) subject to Section 4(e), assuming the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay the Severance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the Qualifying first payment shall be made on the 60th day following the Date of Termination had not occurred and that you remained as President of shall include all installments otherwise payable within such 60-day period;
(iii) subject to Section 4(e), the Company through shall pay to the end Executive in a lump sum in cash a pro rata portion of such fiscal year, any Annual Bonus earned for the year in which Performance Bonus, if any, shall be the Date of Termination occurs (with proration determined based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following months in the fiscal year in which the Qualifying Termination has occurredExecutive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following the fiscal year to which the Annual Bonus relates);
(Civ) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited;
(v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company will shall continue the health and welfare benefits provided to pay the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost (to the same extent that Company (collectively, the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 “Welfare Benefits”); and
(“COBRA”vi) to the same extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided by or that the Company’s group plans immediately before Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination Date for twelve (12) months after such other amounts and benefits shall be hereinafter referred to as the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Other Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under As used in this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubtAgreement, the payments and benefits that may be provided term “affiliated companies” shall include any company controlled by, controlling or under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionscommon control with the Company.
Appears in 1 contract
Sources: Employment Agreement (Columbia Banking System, Inc.)
Qualifying Termination. If your Notwithstanding Section 7(a) above, if the termination of this Agreement and Employee’s employment is terminated during the Term without Cause hereunder constitutes a Qualifying Termination (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), then, in addition to Employee’s Accrued Obligations and subject to Section 7(c) below:
(i) the Company shall be obligated to pay you to Employee a severance payment (or cause the “Severance Payment”) equal to occur, as applicable) each the sum of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%1) year of your annual Employee’s Base Salary as (at the rate in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
) plus (B) a pro-rated cash Performance Bonus, calculated as follows: one (1) times the product amount of (x) the Performance Annual Bonus that would have been earned during paid to Employee in the prior fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fractioncollectively, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days“Severance Payment”). This pro-rated Performance Bonus (a “Pro-Rated Bonus”) The Severance Payment shall be paid to you no later than Employee in a lump sum on the 15th day of the third month immediately next regular Company pay date following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before 60th day after the Termination Date; and
(ii) for all if Employee timely elects to continue and maintain group employee benefit health plan coverage continuation under pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended (“COBRA”), the Company will reimburse Employee for a portion of the healthcare continuation payments under COBRA actually paid by Employee for the coverage period ending on the earlier of (A) to the same extent provided by the Company’s group plans immediately before one (1) year anniversary of the Termination Date for twelve Date, and (12B) months after the Termination Date or until you become date Employee becomes eligible for group insurance benefits to obtain healthcare coverage from another employer, whichever occurs first, provided that you timely elect COBRA coverage a new employer (“COBRA BenefitsAssistance Period”), which portion will be equal to (x) the amount of the monthly health care premium payment under COBRA actually paid by Employee for COBRA coverage during the COBRA Assistance Period, less (y) the amount Employee would have been required to contribute toward health insurance coverage during the COBRA Assistance Period if Employee had remained an active employee of the Company (the “COBRA Assistance”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), Employee agrees to immediately inform the Company promptly in writing if you become he becomes eligible to receive group health obtain alternate healthcare coverage from another employer; and a new employer prior to the one (ii1) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as year anniversary of the Termination Date. For avoidance Employee also agrees to remit to the Company, on a monthly basis and within thirty (30) days of doubtthe date of payment by Employee, paid invoices for each such monthly COBRA premium for which Employee seeks reimbursement pursuant to this Section 7(b)(ii) and such reimbursement (to the extent required pursuant to this Section 7(b)(ii)) shall be made to Employee within thirty (30) days following the Company’s receipt of each such invoice. Employee understands that if he wishes to continue to obtain COBRA coverage after the one (1) year anniversary of the Termination Date, Employee will not receive reimbursement form the Company for any portion of the cost of such additional COBRA coverage. Notwithstanding anything set forth herein to the contrary, if and to the extent that the Company may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the law, the payments and benefits Company shall use its commercially reasonable best efforts to provide to Employee substantially similar assistance in an alternative manner provided that may be the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA Assistance been provided under Sections 3(d)(i) above or 3(d)(ii) below in the manner described above. As used herein, the following terms shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.have the respective meaning set forth below:
Appears in 1 contract
Sources: Employment Agreement (TSR Inc)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A (“Section 409A”)) from the Company (“Termination Date”) ), and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President Executive Vice-President, Mobile and Consumer of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below1) by the Company terminates the Executive’s employment for any reason other than for Cause, Disability or by you death or (2) the Executive terminates employment for “Good Reason” (as defined below) Reason (each, a “Qualifying Termination”), in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the 2018 Equity Incentive Plan of Columbia Banking System, Inc. and including, for the avoidance of doubt, the Merger):
(i) the Company shall pay you to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (or cause to occur1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as applicable) each of the following:
(A) cash severance installment payments Date of Termination that were incurred by the Executive prior to the Date of Termination in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments accordance with the first installment of Cash Severance being paid on the 90th day after your “separation from service” applicable Company policy, and (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x3) the Performance Executive’s Annual Bonus that would have been earned during for the fiscal year immediately preceding the fiscal year in which the Qualifying Date of Termination occurredoccurs if such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Accrued Obligations”);
(ii) subject to Section 4(e), assuming the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay the Severance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the Qualifying first payment shall be made on the 60th day following the Date of Termination had not occurred and that you remained as President of shall include all installments otherwise payable within such 60-day period;
(iii) subject to Section 4(e), the Company through shall pay to the end Executive in a lump sum in cash a pro rata portion of such fiscal year, any Annual Bonus earned for the year in which Performance Bonus, if any, shall be the Date of Termination occurs (with proration determined based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following months in the fiscal year in which the Qualifying Termination has occurredExecutive is employed with the Company). The Company shall pay the prorated Annual Bonus at the same time as the Company pays annual bonuses to active employees (and no later than March 15 of the year following the fiscal year to which the Annual Bonus relates);
(Civ) subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited;
(v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company will shall continue the health and welfare benefits provided to pay the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost (to the same extent that Company (collectively, the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 “Welfare Benefits”); and
(“COBRA”vi) to the same extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided by or that the Company’s group plans immediately before Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination Date for twelve (12) months after such other amounts and benefits shall be hereinafter referred to as the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Other Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under As used in this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubtAgreement, the payments and benefits that may be provided term “affiliated companies” shall include any company controlled by, controlling or under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionscommon control with the Company.
Appears in 1 contract
Sources: Employment Agreement (Columbia Banking System, Inc.)
Qualifying Termination. If your employment is terminated If, during the Term without Cause (as defined below) Term, Executive incurs a Qualifying Termination, then subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims in a form prescribed by the Company or by you for (the “Good Reason” Release”) which becomes effective and irrevocable no later than sixty (as defined below60) (each, a “Qualifying Termination”)days following the Termination Date and Executive’s continued compliance with the provisions of Section 6 hereof, the Company shall pay you or provide to Executive the following (or cause in addition to occur, as applicable) each of the following:Accrued Obligations):
(Ai) cash severance installment payments in an aggregate amount The Company shall continue to pay to Executive amounts equal to one hundred percent (100%) of your annual Executive’s then-current Base Salary as (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect on your Termination Date immediately prior to such reduction) (the “Cash Continued Salary Severance”) being paid during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”). The Company shall pay the Continued Salary Severance in ten monthly pro-rata substantially equal installments in accordance with the first installment Company’s customary payroll practices during the Severance Period; provided, that no such payments ||| shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of Cash Severance being paid on the 90th day after your “separation from service” second (within the meaning of Internal Revenue Code 2nd) such calendar year (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being any payments otherwise payable prior thereto shall instead be paid on the first anniversary of regularly scheduled Company payroll date occurring in the Termination latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date;”)).
(ii) The Company shall pay to Executive a lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a pro-rated single lump sum cash Performance Bonuspayment on the First Payroll Date. For purposes of this Agreement, calculated as follows: “Average Compensation” is the product average of the sum of Executive’s actual (x) Base Salary (which, in the Performance Bonus that would have been earned during event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) and (y) Annual Bonus, in each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Dateoccurs. For the avoidance of doubt, in no event shall the payments and benefits that may be provided under Sections 3(d)(isum of the Lump Sum Severance plus the Continued Salary Severance exceed two (2) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionstimes the Average Compensation.
Appears in 1 contract
Sources: Employment Agreement (Kennedy-Wilson Holdings, Inc.)
Qualifying Termination. If your employment is terminated Subject to Section 4(a)(ii), if during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, there is a “Qualifying Termination”), the Company then you shall pay you (or cause be eligible to occur, as applicable) receive each of the following:
(A) cash severance installment payments (“Cash Severance”) in an aggregate amount equal to one hundred fifty percent (10050%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid paid, subject to Section 14 below, in ten five monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th 60th day after your “separation Separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) Service from the Company (“Termination Date”) and the last installment being paid on the first six month anniversary of the Termination Date;; and
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on to the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal yearpermitted by applicable laws without incurring statutory penalties, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve six (126) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”)coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C)B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employeremployer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(DC) any equity compensation awards (including the “Accrued Obligations” Option (defined belowif granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Termination Date. For avoidance of doubt, the payments Date shall become incrementally vested and benefits that may be provided under Sections 3(d)(iexercisable on an accelerated basis as if your Termination Date occurred six (6) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsmonths later.
Appears in 1 contract
Qualifying Termination. If your the Executive's employment is terminated in a Qualifying Termination during the Term without Cause (as defined below) by Protection Period, then the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), Executive shall be entitled to the Company shall pay you (or cause to occur, as applicable) each of the followingfollowing benefits:
(Ai) cash severance installment payments in an aggregate amount equal to one hundred percent a pro rata portion (100%based on the number of calendar days that have elapsed before the Executive's Date of Termination) of your the Executive's plan/target annual Base Salary as incentive award in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during for the fiscal year in which the Qualifying Date of Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonusoccurs; provided that, if any, shall be based on the extent Executive is entitled to which receive a retention/stay bonus in connection with the Company achieved the MBO Goals (or the performance standards set forth Change in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which Control that is the number of days of the Company’s fiscal year prior payable with respect to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Executive's Qualifying Termination has occurredoccurs, the Executive shall receive the greater of the applicable stay or retention bonus or the pro rata plan/target bonus provided herein, but the Executive shall not be entitled to both the retention/stay bonus and the pro rata plan/target bonus provided herein;
(Cii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to two (2) times the sum of (A) the Company will continue to pay higher of (I) the cost (to the same extent that the Company was doing so Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination Dateis based or (II) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act Executive's annual base salary in effect immediately before the Change in Control and (B) the higher of 1985 (“COBRA”x) the highest award paid or payable to the same extent Executive pursuant to the Company's annual incentive plan for each of the two measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based (determined without reference to any guaranteed annual bonus under any retention/stay bonus program of the Company but taking into account the amount of any such annual bonus that would have been paid to the Executive based on actual performance but for any such guarantee) or (y) the Executive's threshold bonus opportunity for the fiscal year in which Executive's Qualifying Termination occurs, without giving effect to any reduction in the Executive's threshold annual incentive bonus opportunity on or after a Change in Control;
(iii) $10,000 for two years of tax and financial planning services;
(iv) full and immediate vesting of all options, awards of restricted stock and any other equity or equity-based awards held by the Executive. All options held by the Executive will be exercisable for the applicable period specified in the relevant option agreement. To be eligible to receive benefits under this Section 4(d), the Executive shall be required to execute and deliver a valid, binding and irrevocable general release in substantially the form attached hereto as Exhibit A (which the Company shall deliver to the Executive promptly after the date of his Qualifying Termination). The payments provided for in this Section 4(d) shall be made not later than the date the release described above becomes binding and irrevocable under applicable law; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company’s group plans immediately before , of the Termination Date for twelve minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (12together with interest at the rate provided in Section 1274(b)(2)(B) months of the Internal Revenue Code of 1986, as amended (the "Code"), as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Termination Date or until you become eligible for group insurance benefits from another employerof Termination. If the estimated payments exceed the amount subsequently determined to be due, whichever occurs firstsuch excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided that you timely elect COBRA coverage (“COBRA Benefits”in Section 1274(b)(2)(B) of the Code). You agree (i) at any time either before or during the period of time you When payments are receiving benefits made under this subsection (C)Section, to inform the Company promptly shall provide the Executive with a written statement setting forth the manner in writing if you become eligible to receive group health coverage which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from another employer; outside counsel, auditors or consultants (and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of any such COBRA Benefits written opinions or advice shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income attached to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsstatement).
Appears in 1 contract
Qualifying Termination. If Subject to Section 3(b) below and your continued compliance with the Confidentiality Agreement (as defined below), if your employment is terminated during due to a Qualifying Termination, then, the Term Company will provide you with: (i) payment of any Base Salary that is earned, due and payable to you up to and including the last day of employment; (ii) payment of any Performance Bonus that was earned, but not yet paid, on the date of termination; (iii) an amount equal to 12 months of your Base Salary then in effect (the “Severance”), payable in substantially equal installments in accordance with the Company’s normal payroll practices over the 12-month period following the termination of your employment (the “Severance Period”), with such installments commencing on the first regular payroll date following the effective date of the Release (as defined below), and amounts otherwise payable prior to such first payroll date shall be paid on such date without Cause interest thereon; (iv) subject to insurer approval and any required exclusions, continued participation under the Company benefits plans for the minimum period required pursuant to applicable employment or labour standards legislation; (v) the minimum amount of vacation pay as may then be required to be paid to your pursuant to applicable employment or labour standards legislation; (vi) all outstanding Time Vesting Awards (as defined below) by shall, to the Company or by you for “Good Reason” extent then-unvested, vest (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occurand, as applicable, become exercisable) each of the following:
(A) cash severance installment payments in on an aggregate amount equal to one hundred percent (100%) of your annual Base Salary accelerated basis as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: Date with respect to the product number of (x) shares underlying the Performance Bonus award that would have been earned vested had you remained in continuous employment during the fiscal year 24-month period following the Termination Date; provided, however, that, with respect to any Time Vesting Award that vests on a quarterly basis, the number of Parent shares that become vested in which accordance with the Qualifying Termination occurred, foregoing shall be calculated assuming that the vesting schedule for such award is monthly (rather than quarterly) over the vesting period from the applicable vesting commencement date. Notwithstanding the foregoing, in the event that such Qualifying Termination had not occurred and that you remained as President occurs during the 24-month period following the date on which a Change in Control is consummated, all of the Company through the end of such fiscal yearyour then-outstanding Time Vesting Awards shall, which Performance Bonus, if any, shall be based on to the extent to which the Company achieved the MBO Goals then-unvested, become fully vested (or the performance standards set forth in any successor incentive planand, as applicable, exercisable) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) on an accelerated basis as of the Termination Date; and (vii) to the extent that the compensation and benefits set out above do not fully satisfy your entitlements under the applicable employment or labour standards legislation, payment and provision of any additional compensation and benefits that are then required to be paid or provided to the you to satisfy your minimum entitlements under the applicable employment or labour standards legislation. For avoidance of doubtabsolute clarity, in no case will you receive less than the minimum payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.then
Appears in 1 contract
Qualifying Termination. If your employment is terminated Subject to Section 4(a)(ii), if during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, there is a “Qualifying Termination”), the Company then you shall pay you (or cause be eligible to occur, as applicable) receive each of the following:
(A) cash severance installment payments (“Cash Severance”) in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid paid, subject to Section 14 below, in ten eleven monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th 60th day after your “separation Separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) Service from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;; and
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on to the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal yearpermitted by applicable laws without incurring statutory penalties, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”)coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C)B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employeremployer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(DC) any equity compensation awards (including the “Accrued Obligations” Options (defined belowif granted)) previously granted to you (but excluding any portion of any performance awards which are/were forfeited due to failure to achieve the requisite performance objectives) which are outstanding and unvested as of the Termination Date. For avoidance of doubt, the payments Date shall become incrementally vested and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and exercisable on an accelerated basis as if payments and benefits are provided under either your Termination Date occurred one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsectionsyear later.
Appears in 1 contract
Qualifying Termination. If your employment is terminated during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), the Company shall pay you (or cause to occur, as applicable) each of the following:
(A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A) from the Company (“Termination Date”) and the last installment being paid on the first anniversary of the Termination Date;
(B) a pro-rated cash Performance Bonus, calculated as follows: the product of (x) the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination occurred, assuming that the Qualifying Termination had not occurred and that you remained as President General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days of the Company’s fiscal year prior to the Termination Date and the denominator of which is 365 days. This pro-rated Performance Bonus (a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in which the Qualifying Termination has occurred;
(C) the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Termination Date for twelve (12) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; and
(D) the “Accrued Obligations” (defined below) as of the Termination Date. For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.
Appears in 1 contract
Sources: Employment Agreement (RealD Inc.)