Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c)); (ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination; (iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof); (iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and (v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 12 contracts
Sources: Employment Agreement (Rockville Financial, Inc. /CT/), Employment Agreement (Rockville Financial, Inc. /CT/), Employment Agreement (Rockville Financial, Inc. /CT/)
Retirement. If the Executive may elect to terminate terminates employment hereunder by retirement at on or after age 60 (“Retirement”). At following the time Executive’s employment terminates due to RetirementRetirement Eligibility Date, the Term will terminate, all obligations Company shall pay to the Executive:
(1) any Accrued Amounts;
(2) a pro-rata portion of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except Executive’s annual bonus for obligations the performance year in which expressly continue after termination of employment due to Retirementthe Executive’s retirement occurs, and the Bank will pay Executive payable at the time specified in Section 6(d), and Executive will be entitled that annual bonuses are paid to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year senior executives (determined by multiplying the Committee following completion amount the Executive would have received based upon actual financial performance had employment continued through the end of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction fraction, the numerator of which is the number of days Executive was employed in during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365);
(3) (x) each cash-based long-term performance award for which the performance period has not yet been completed as of the date of such termination that was granted with a performance period beginning on or prior to January 1, 2009 (and except as provided in clause (y) below, with respect to any such award granted with a performance period beginning after January 1, 2009) shall be deemed fully vested and fully earned and then shall be cancelled in exchange for an amount payable in cash 30 days after employment termination equal to 100% of the target value of such award multiplied by a fraction, the numerator which is the number of days the Executive remained employed with the Company during the award’s performance period and the denominator of which is the total number of days in during the year award’s performance period; and (y) to the extent necessary for such compensation to qualify as “performance-based compensation” under Section 162(m) of termination;
(iii) The vesting and exercisability the Code, each cash-based long-term performance award for which the performance period has not yet been completed as of stock options held by Executive at termination and all other terms the date of such options termination that was granted with a performance period beginning after January 1, 2009 shall be governed payable in cash, at the time that any such long-term performance award is paid to other senior executives, such payment to be made on a pro-rata basis (determined by multiplying the plans and programs amount the Executive would have received based upon actual financial performance had employment continued through the end of the performance period by a fraction, the numerator which is the number of days the Executive remained employed with the Company during the award’s performance period and the agreements and other documents pursuant to denominator of which such options were granted (subject to Section 10(f) hereofis the total number of days during the award’s performance period);
(iv4) All restricted stock and deferred stock awardsimmediate title to the Company automobile to the Executive on an “as is” basis, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by with the plans and programs under which automobile’s fair market value being taxable to the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansExecutive; and
(v5) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance considered to have “retired” on the Executive’s date of termination of employment with the conditions set forth in Section 10, Company on or following the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect Eligibility Date for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason purposes of any coverage for which Executive may thereafter become eligible by reason of subsequent employment plans, programs, agreements or otherwise. For purposes of this Section, present value shall be calculated on arrangements with the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsCompany or its affiliates.
Appears in 6 contracts
Sources: Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 65 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments, or, if the Bank’s qualified retirement plan is terminated, the discount rate that would apply for the determination of lump sum payments had the qualified retirement plan not been terminated.
Appears in 5 contracts
Sources: Employment Agreement (Rockville Financial, Inc. /CT/), Employment Agreement (Rockville Financial, Inc. /CT/), Employment Agreement (Rockville Financial, Inc. /CT/)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 Upon Executive's Retirement (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(das defined below), and Executive will shall be entitled to receive, the followingand his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive’s Compensation Accrued at Termination (as defined 's employment, which shall be paid in Section 8(c))a single lump sum not later than 15 days following Executive's termination of employment;
(ii) In lieu of any pro rata annual incentive compensation under Section 4(b) award for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminatedtermination occurs, based on performance actually achieved in that year (determined by valuation at the Committee following completion end of the performance such year and paid at the time specified payable in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed cash lump sum promptly (but in the year of termination and the denominator of which is the total number of days in the year of terminationno event later than 15 days) thereafter;
(iii) The continued vesting and exercisability of stock options held by (as if Executive at termination and all other terms of such options shall be governed remained employed by the plans and programs and Company) of any restricted stock or deferred stock awards outstanding at the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)time of his termination of employment;
(iv) All restricted stock and deferred stock awards, including continued vesting (as if Executive remained employed by the Company) of all outstanding stock plan awardsoptions granted after the Effective Date and the right to exercise such stock options for the remainder of the exercise period; and continued vesting of all outstanding options granted prior to the Effective Date and the right to exercise such stock options for a period of one year following the later of the date the options are fully vested or Executive's termination of employment (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company), or for the remainder of the exercise period, if less;
(v) continued vesting (as if Executive remained employed by the Company) of all other outstanding long-term incentive awardsawards and payment of such awards based on valuation at the end of the applicable performance periods, and all deferral arrangements under Section 5(dpayable in a lump sum in cash or the Company's common stock (with or without restrictions) promptly (but in no event later than 15 days) thereafter;
(vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be governed by paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vii) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement at such time);
(viii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, provided that the Company shall bear the cost of such insurance until Executive's 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and programs under which the awards were granted of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or governing the deferralbenefit-by-benefit, and all rights under the SERP and any other benefit plan shall be governed by such plansbasis); and
provided that (v1) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health precluded from continuing his participation in any employee benefit plan or program as provided in this clause (the “Health Plan”viii) or Medicare and provided that Executive of this Section 10(f), he shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount receive cash payments equal on an after-tax basis to the present value cost to him of obtaining the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been benefits provided under the Health Plan immediately prior plan or program in which he is unable to Executive’s Retirementparticipate for the period specified in this clause (viii) from of this Section 10(f), (2) such cost shall be deemed to be the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had lowest cost that would be incurred by Executive remained employed by the Bank during in obtaining such periodbenefit himself on an individual basis, calculated on the assumption that the cost and (3) payment of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount amounts shall be calculated by an actuary selected by the Bank made quarterly in advance; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis programs of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsCompany.
Appears in 4 contracts
Sources: Employment Agreement (Linens N Things Inc), Employment Agreement (Linens N Things Inc), Employment Agreement (Linens N Things Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At Employees, upon leaving the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations employ of the Bank Board, shall not be entitled to compensation for accumulated sick leave; provided, however, that any employee who is eligible to retire in accordance with the State Retirement Act and Executive under Sections 1 through 5 who, having given the President not less than three (3) months’ advance written notice thereof, does retire shall be paid twenty percent (20%) of this Agreement will immediately cease except for obligations which expressly continue after termination the value of employment due to Retirement, and the Bank will pay Executive their unused accumulated sick leave at the time specified in Section 6(d)of their retirement, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of such employee’s rate of pay as it is on the discount date immediately prior to the date on which their retirement has effect. The President, for reasons deemed satisfactory to them, may waive the notice required by the preceding proviso. In calculating the daily rate set forth of pay of any member of the bargaining unit hereunder, the following formulas shall be used:
(i) in the Bankcase of any member of the bargaining unit whose work year is of ten (10) months’ duration, the daily rate of pay shall be an amount equal to 1/215th of such unit member’s qualified retirement plan for annual salary rate as such annual salary rate is on the determination date on which or in respect of lump sum paymentswhich such calculation is required to be made;
(ii) in the case of any member of the bargaining unit whose work year is of twelve (12) months’ duration, the daily rate of pay shall be an amount equal to 1/260th of such unit member’s annual salary rate as such annual salary rate is on the date on which or in respect of which such calculation is to be made. If, at the time of death of an administrator, said administrator was eligible to retire and receive a pension from the Commonwealth, then said administrator shall be paid twenty percent (20%) of the value of unused accumulated sick leave to their credit at the time of death, provided that no monetary or other allowance has already been made therefore. It is understood that any such payment will not change the administrator’s pension benefits. The President shall authorize payment of such compensation upon the establishment of a valid claim therefor, in the following order of precedence: First: to the surviving beneficiary or beneficiaries, if any, lawfully designated by the person under the State Employees’ Retirement System; Second: if there be no such designated beneficiary, to the estate of the deceased.
Appears in 2 contracts
Sources: Collective Bargaining Agreement, Collective Bargaining Agreement
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time ExecutiveIf Grantee’s employment with the Company, including Subsidiaries, terminates due to Retirement, at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the Term will terminate, all obligations Spectra Energy Retirement Cash Balance Plan or under another retirement plan of the Bank and Executive under Sections 1 through 5 Company or Subsidiary, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional equivalent of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirementthe Spectra Energy Retirement Cash Balance Plan, and unless the Bank will pay Executive at the time specified Committee or its delegatee, in Section 6(d)its sole discretion, and Executive will be entitled to receive, the following:
determines that (i) Executive’s Compensation Accrued at Termination (as defined Grantee is in violation of any obligation identified in Section 8(c));
4 or (ii) In lieu the termination of any annual incentive compensation under Section 4(b) Grantee’s employment is for the year Cause, in which Executive’s employment terminatedcase all Option Shares not previously vested shall be forfeited, a lump sum amount equal to then the portion number of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had Option Shares not terminated, based on performance actually achieved in that year (determined by the Committee following completion yet vested as of the performance year and paid at date of such employment termination to which the time specified in Grantee shall have a right hereunder shall be prorated by multiplying the applicable plan), multiplied total number of Option Shares granted under this Agreement by a fraction fraction, the numerator of which is the number of days Executive was employed in months during the three-year vesting period beginning with the Date of termination Grant and ending on the third anniversary of the Date of Grant (the “Vesting Period”) during which Grantee’s active employment with the Company, including Subsidiaries, (“Active Employment”) continued, and the denominator of which is thirty-six (36), and subtracting from this result the total number of days Option Shares already vested and exercisable. Solely for purposes of calculating such prorated vesting, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the year Vesting Period, Grantee’s Active Employment shall be considered to have continued for the entirety of such month, but in no event for more than thirty-six (36) months. The prorated unforfeited Option Shares determined in accordance with the first sentence of this Section 3(b) shall vest and become exercisable immediately upon the date of such employment termination;
, and any remaining portion of the Option that is unvested shall be forfeited. The additional provisions of Section 1 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee. 2016 Stock Option Award 2 For the purposes of this Agreement, “Cause” for termination by the Company or an employing Subsidiary of the Grantee’s employment shall include: (i) a material failure by the Grantee to carry out, or malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Grantee’s position, (ii) the final conviction of the Grantee of a (A) felony, (B) crime or criminal offense involving moral turpitude, or (C) criminal or summary conviction offense that is related to the Grantee’s employment with the Company or an employing Subsidiary, (iii) The vesting and exercisability an egregious act of stock options held by Executive at termination and all other terms of such options shall be governed dishonesty by the plans and programs and Grantee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
Grantee toward the customers or employees of the Company or any affiliate, (iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed a material breach by the plans and programs under which Grantee of the awards were granted or governing the deferralCompany’s Code of Business Ethics, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementthe failure of the Grantee to cooperate fully with governmental investigations involving the Company or its affiliates, or (vi) the usual meaning of just cause under Canadian common law, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed applicable; all as determined by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that Company in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsits sole discretion.
Appears in 2 contracts
Sources: Stock Option Agreement (Enbridge Inc), Stock Option Agreement (Spectra Energy Corp.)
Retirement. If this Agreement is terminated by the Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the Term will terminateaggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; (3) any accrued but unpaid Vacation Time as of the Date of Termination; and (4) in the case of compensation previously deferred by the Executive, all obligations amounts of such compensation previously deferred and not yet paid by the Bank Company (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Sections 1 through 5 Section 4.8 of this Agreement will immediately cease except for obligations which expressly continue after termination of if the Executive's employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:had not terminated.
(ic) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s Compensation Accrued 's family, at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation least equal to that which would have been provided to the Executive under Section 4(b) for 4.7 if the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his 's employment had not terminated, based on performance actually achieved in until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that year (determined provided by the Committee following completion of the performance year and paid at the time specified in the applicable planCompany), multiplied provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. Following the date on which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company's health coverage, if available, provided that the Executive pays all applicable premiums charged by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;Company or its third-party provider(s).
(iiid) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank Company shall pay to the Executive, in equal bi-weekly installments over a period of ten (10) years, beginning with the next bi-weekly payroll period following the Date of Termination, full or partial retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive's age and years of service with the Company equal at least sixty-three (63), the Executive a lump sum amount is at least fifty-five (55) years old, and the Executive has completed at least nine (9) years of service with the Company, the Executive is entitled to maximum retirement payments for each year during the ten (10) year payment period equal on an after-tax basis to the present value product of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.sixty percent
Appears in 2 contracts
Sources: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 or at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementplan, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred as modified by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsAgreement.
Appears in 2 contracts
Sources: Employment Agreement (Ims Health Inc), Employment Agreement (Ims Health Inc)
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Paid Leave as of the Date of Termination.
(b) The Company shall pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (including moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s family, equal to that which would have been provided to the Executive under Section 4.7 if the Executive’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company); provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests).
(e) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided for in the Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) If the Executive elects to terminate this Agreement due to Retirement, the Term will terminate, all obligations of the Bank payments and Executive benefits provided under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified Section 6.4 shall be in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for payments to which the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding or his family) may have otherwise been entitled under the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards6.2, including outstanding stock plan awards, all other long-term incentive awards6.3 or 6.5, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsvice versa.
Appears in 2 contracts
Sources: Executive Employment Agreement (Allied Waste Industries Inc), Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplans and all rights to the Retirement Benefit provided under Section 5(b)(v) of this Agreement shall be governed by Section 5(b)(v); and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 2 contracts
Sources: Employment Agreement (Rockville Financial New, Inc.), Employment Agreement (Rockville Financial Inc.)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 65 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 2 contracts
Sources: Employment Agreement (Rockville Financial New, Inc.), Employment Agreement (Rockville Financial Inc.)
Retirement. If the Executive may elect to terminate terminates employment hereunder by retirement at on or after age 60 (“Retirement”). At following the time Executive’s employment terminates due to RetirementRetirement Eligibility Date, the Term will terminate, all obligations Company shall pay to the Executive:
(1) any Accrued Amounts;
(2) a pro-rata portion of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except Executive’s annual bonus for obligations the performance year in which expressly continue after termination of employment due to Retirementthe Executive’s retirement occurs, and the Bank will pay Executive payable at the time specified in Section 6(d), and Executive will be entitled that annual bonuses are paid to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year senior executives (determined by multiplying the Committee following completion amount the Executive would have received based upon actual financial performance had employment continued through the end of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction fraction, the numerator of which is the number of days Executive was employed in during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365);
(3) (x) each cash-based long-term performance award for which the performance period has not yet been completed as of the date of such termination that was granted with a performance period beginning on or prior to January 1, 2009 (and, except as provided in clause (y) below, with respect to any such award granted with a performance periods beginning after January 1, 2009) shall be deemed fully vested and fully earned and then shall be cancelled in exchange for an amount payable in cash 30 days after employment termination equal to 100% of the target value of such award multiplied by a fraction, the numerator which is the number of days the Executive remained employed with the Company during the award’s performance period and the denominator of which is the total number of days in during the year award’s performance period; and (y) to the extent necessary for such compensation to qualify as “performance-based compensation” under Section 162(m) of termination;
(iii) The vesting and exercisability the Code, each cash-based long-term performance award for which the performance period has not yet been completed as of stock options held by Executive at termination and all other terms the date of such options termination that was granted with a performance period beginning after January 1, 2009 shall be governed payable in cash, at the time that long-term performance awards are paid to other senior executives, such payment to be made on a pro-rata basis (determined by multiplying the plans and programs amount the Executive would have received based upon actual financial performance had employment continued through the end of the performance period by a fraction, the numerator which is the number of days the Executive remained employed with the Company during the award’s performance period and the agreements and other documents pursuant to denominator of which such options were granted (subject to Section 10(f) hereofis the total number of days during the award’s performance period);
(iv4) All restricted stock and deferred stock awardsimmediate title to the Company automobile to the Executive on an “as is” basis, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by with the plans and programs under which automobile’s fair market value being taxable to the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansExecutive; and
(v5) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance considered to have “retired” on the Executive’s date of termination of employment with the conditions set forth in Section 10, Company on or following the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect Eligibility Date for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason purposes of any coverage for which Executive may thereafter become eligible by reason of subsequent employment plans, programs, agreements or otherwise. For purposes of this Section, present value shall be calculated on arrangements with the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsCompany or its affiliates.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Paid Leave as of the Date of Termination.
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates due had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to Retirementthe Executive and/or the Executive’s family, at least equal to that which would have been provided to the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and Section 4.7 if the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company). Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company’s health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63), the Executive is at least fifty-five (55) years old, and the Executive has completed at least twenty (20) years of service with the Company, the Executive is entitled to normal retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive’s average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination. Payments shall commence on the first payroll date immediately following the six (6) month anniversary of the Date of Termination and shall continue until the first payroll date immediately following the ten (10) year anniversary of the Date of Termination (“Payment Period”). Payments shall be made each payroll date during the Payment Period in substantially equal installments; provided, however, that year the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. Notwithstanding the foregoing, if, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63) and the Executive has completed at least twenty (20) years of service with the Company, but the Executive is younger than age fifty-five (55), the Executive shall be entitled to deferred retirement payments, in the amount and form described in the preceding sentence. The Executive’s deferred retirement payments shall commence on the first payroll date immediately following the Executive’s attainment of age fifty-five (55) and shall continue for ten (10) years thereafter; provided, however, that if the Executive attains age fifty-five (55) prior to the six (6) month anniversary of the Date of Termination, the first payment shall not be made until the first payroll period immediately following the six (6) month anniversary of the Date of Termination and the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Executive’s attainment of age fifty-five (55). For purposes of this Section 6.4(d), years of service include all twelve (12) consecutive month periods of employment with the Company and with any entity acquired by the Company, beginning with the Executive’s initial date of employment with the Company or the acquired entity.
(2) In the event of the Executive’s death prior to the payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive’s surviving spouse, if any, or to any other beneficiary named by the Executive in writing at the same time as such payments would have been made to the Executive.
(3) In addition to the cessation provisions set forth in Section 6.7, any remaining retirement payments shall immediately cease in the event the Executive works for a competitor (as determined by the Committee following completion Company in its sole discretion) or becomes employed by any other employer without the prior written consent of the performance year Company. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company, in a capacity in which the economic value of his total compensation is comparable to his total compensation while employed by the Company, and paid at receive retirement benefits which are reduced proportionately by the time specified compensation received by the Executive in the applicable plan)new position. Also with the prior written consent of the Company, multiplied the Executive may be employed by a fraction the numerator of an entity which is not deemed by the number of days Executive was Company to be in competition with the Company, in a capacity in which his total compensation is materially less than his total compensation while employed by the Company, in the year of termination and the denominator of which is the total number of days case there would be no reduction in the year of termination;retirement benefits.
(iiie) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding the foregoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercisability exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the later of stock (1) the fifteenth (15th) day of the third (3rd) calendar month following the date on which such options held by Executive at termination and all other would have otherwise expired based on the terms of such options as of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant.
(f) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided for in the Indemnity Agreement).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);Date of Termination.
(ivh) All restricted stock The payments and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements benefits provided under this Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive 6.4 shall be in compliance with lieu of any payments to which the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage (or his family) may have otherwise been entitled under the Health Plan that would have been incurred by both Executive terms of Section 6.2, 6.3 or 6.5, and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsvice versa.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 or at such earlier age as may be approved by the Board (“in either case, "Retirement”"). At the time Executive’s 's employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s 's Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s 's employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementplan, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred as modified by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsAgreement.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 Upon Executive's Retirement (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(das defined below), and Executive will shall be entitled to receive, the followingand his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive’s Compensation Accrued at Termination (as defined employment, which shall be paid in Section 8(c))a single lump sum not later than 15 days following Executive’s termination of employment;
(ii) In lieu of any pro rata annual incentive compensation under Section 4(b) award for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminatedtermination occurs, based on performance actually achieved in that year (determined by valuation at the Committee following completion end of the performance such year and paid at the time specified payable in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed cash lump sum promptly (but in the year of termination and the denominator of which is the total number of days in the year of terminationno event later than 15 days) thereafter;
(iii) The continued vesting and exercisability of stock options held by (as if Executive at termination and all other terms of such options shall be governed remained employed by the plans and programs and Company) of any restricted stock or deferred stock awards outstanding at the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)time of his termination of employment;
(iv) All restricted stock and deferred stock awards, including continued vesting (as if Executive remained employed by the Company) of all outstanding stock plan awardsoptions granted after the Effective Date and the right to exercise such stock options for the remainder of the exercise period; and continued vesting of all outstanding options granted prior to the Effective Date and the right to exercise such stock options for a period of one year following the later of the date the options are fully vested or Executive’s termination of employment (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company), or for the remainder of the exercise period, if less;
(v) continued vesting (as if Executive remained employed by the Company) of all other outstanding long-term incentive awardsawards and payment of such awards based on valuation at the end of the applicable performance periods, and all deferral arrangements under Section 5(dpayable in a lump sum in cash or the Company’s common stock (with or without restrictions) promptly (but in no event later than 15 days) thereafter;
(vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be governed by paid in a single lump sum not later than 15 days following Executive’s termination of employment;
(vii) settlement of all deferred compensation arrangements in accordance with Executive’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement at such time);
(viii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, provided that the Company shall bear the cost of such insurance until Executive’s 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and programs under which the awards were granted of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or governing the deferralbenefit-by-benefit, and all rights under the SERP and any other benefit plan shall be governed by such plansbasis); and
provided that (v1) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health precluded from continuing his participation in any employee benefit plan or program as provided in this clause (the “Health Plan”viii) or Medicare and provided that Executive of this Section 10(f), he shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount receive cash payments equal on an after-tax basis to the present value cost to him of obtaining the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been benefits provided under the Health Plan immediately prior plan or program in which he is unable to Executive’s Retirementparticipate for the period specified in this clause (viii) from of this Section 10(f), (2) such cost shall be deemed to be the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had lowest cost that would be incurred by Executive remained employed by the Bank during in obtaining such periodbenefit himself on an individual basis, calculated on the assumption that the cost and (3) payment of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount amounts shall be calculated by an actuary selected by the Bank made quarterly in advance; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis programs of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsCompany.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Vacation Time as of the Date of Termination.
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates due had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to Retirementthe Executive and/or the Executive’s family, at least equal to that which would have been provided to the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and Section 4.7 if the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company’s health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive full or partial retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63), the Executive is at least fifty-five (55) years old, and the Executive has completed at least twenty (20) years of service with the Company, the Executive is entitled to maximum retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive’s average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination (or, if less than three (3) years, the average for the actual number of whole calendar years during which the Executive was employed by the Company). Payments shall commence on the first payroll date immediately following the six (6) month anniversary of the Date of Termination and shall continue until the first payroll date immediately following the ten (10) year anniversary of the Date of Termination (“Payment Period”). Payments shall be made each payroll date during the Payment Period in substantially equal installments; provided, however, that year the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. Notwithstanding the foregoing, if, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63) and the Executive has completed at least twenty (20) years of service with the Company, but the Executive is younger than age fifty-five (55), the Executive shall be entitled to deferred maximum retirement payments, in the amount and form described in the preceding sentence. The Executive’s deferred maximum retirement payments shall commence on the first payroll date immediately following the Executive’s attainment of age fifty-five (55) and shall continue for ten (10) years thereafter; provided, however, that if the Executive attains age fifty-five (55) prior to the six (6) month anniversary of the Date of Termination, the first payment shall not be made until the first payroll period immediately following the six (6) month anniversary of the Date of Termination and the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Executive’s attainment of age fifty-five (55). For purposes of this Section 6.4(d), years of service include all whole (12 month) years of employment with the Company and with any entity acquired by the Company, beginning with the Executive’s initial date of employment with the Company or the acquired entity.
(2) In the event of the Executive’s death prior to the payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive’s surviving spouse, if any, or to any other beneficiary named by the Executive in writing at the same time as such payments would have been made to the Executive.
(3) Any remaining retirement payments shall immediately cease in the event the Executive works for a competitor (as determined by the Committee following completion Company in its sole discretion), becomes employed by any other employer without the prior written consent of the performance year Company, or violates any of his Continuing Obligations. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company in a capacity in which the economic value of his total compensation is comparable to his total compensation while employed by the Company, and paid at receive retirement benefits which are reduced proportionately by the time specified compensation received by the Executive in the applicable plan)new position. Also with the prior written consent of the Company, multiplied the Executive may be employed by a fraction the numerator of an entity which is not deemed by the number of days Executive was Company to be in competition with the Company, in a capacity in which his total compensation is materially less than his total compensation while employed by the Company, in the year of termination and the denominator of which is the total number of days case there would be no reduction in the year of termination;retirement benefits.
(iiie) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and ALTERNATIVE 1: Notwithstanding the foregoing, with respect to any stock options interest at were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercisability exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the later of stock (1) the fifteenth (15th) day of the third (3rd) calendar month following the date on which such options held by Executive at termination and all other would have otherwise expired based on the terms of such options as of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant. ALTERNATIVE 2: Notwithstanding the forgoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, nothing contained in this paragraph shall permit the exercise of such options on a date (or dates) other than that (or those) specifically set forth in the amended option agreement governing such options. [NOTE: OPTIONS THAT WERE NOT VESTED AS OF 12/31/04 ARE NOT GRANDFATHERED AND THEREFORE MUST EITHER QUALIFY FOR EXEMPTION FROM CODE SECTION 409A (ALTERNATIVE 1 ABOVE) OR COMPLY WITH CODE SECTION 409A (ALTERNATIVE 2 ABOVE). ALTERNATIVE 1 LIMITS THE POST-TERMINATION EXERCISE PERIOD FOR NON-GRANDFATHERED OPTIONS THAT DO NOT CURRENTLY MEET THE EXEMPTION (I.E., OPTIONS GRANTED PRIOR TO 1/1/04 BUT NOT VESTED AS OF 12/31/04) TO FIT WITHIN THE CODE SECTION 409A EXEMPTION. THUS, ALTERNATIVE 1 WOULD LIMIT THE PERIOD OF TIME, POST-TERMINATION, THAT THE EXECUTIVE CAN EXERCISE, BUT WOULD RETAIN THE FLEXIBILITY TO EXERCISE AT ANY TIME DURING EMPLOYMENT AND DURING THE LIMITED POST-EXERCISE PERIOD. ALTERNATIVE 2 PROVIDES THAT THIS PROVISION WILL NOT AFFECT THE EXERCISE DATE, WHICH WILL BE SET FORTH IN AN AMENDMENT TO THE OPTION AGREEMENT. UNDER ALTERNATIVE 2, IN COMPLIANCE WITH CODE SECTION 409A, THE AMENDMENT TO THE OPTION AGREEMENT WOULD SET A FIXED DATE ON WHICH THE OPTION MUST BE EXERCISED. THE EXECUTIVE WOULD NOT HAVE THE FLEXIBILITY TO DECIDE WHETHER TO EXERCISE ON A DIFFERENT DATE.]
(f) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);Date of Termination.
(ivh) All restricted stock The payments and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements benefits provided under this Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive 6.4 shall be in compliance with lieu of any payments to which the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage (or his family) may have otherwise been entitled under the Health Plan that would have been incurred by both Executive terms of Section 6.2, 6.3 or 6.5, and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsvice versa.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 Upon Executive's Retirement (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(das defined below), and Executive will shall be entitled to receive, the followingand his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive’s Compensation Accrued at Termination (as defined 's employment, which shall be paid in Section 8(c))a single lump sum not later than 15 days following Executive's termination of employment;
(ii) In lieu of any pro rata annual incentive compensation under Section 4(b) award for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminatedtermination occurs, based on performance actually achieved in that year (determined by valuation at the Committee following completion end of the performance such year and paid at the time specified payable in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed cash lump sum promptly (but in the year of termination and the denominator of which is the total number of days in the year of terminationno event later than 15 days) thereafter;
(iii) The continued vesting and exercisability of stock options held by (as if Executive at termination and all other terms of such options shall be governed remained employed by the plans and programs and Company) of any restricted stock or deferred stock awards outstanding at the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)time of his termination of employment;
(iv) All restricted stock and deferred stock awards, including continued vesting (as if Executive remained employed by the Company) of all outstanding stock plan awardsoptions granted after the Effective Date and the right to exercise such stock options for the remainder of the exercise period; and continued vesting of all outstanding options granted prior to the Effective Date and the right to exercise such stock options for a period of one year following the later of the date the options are fully vested or the Executive's termination of employment (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company), or for the remainder of the exercise period, if less;
(v) continued vesting (as if Executive remained employed by the Company) of all other outstanding long-term incentive awards, awards and all deferral arrangements under Section 5(dpayment of such awards based on valuation at the end of the applicable performance period(s), payable in lump sum in cash or the Company's common stock (with or without restrictions) promptly (but in no event later than 15 days) thereafter;
(vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be governed by paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vii) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement at such time;
(viii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, provided that the Company shall bear the cost of such insurance until Executive's 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and programs under which the awards were granted of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or governing the deferralbenefit-by-benefit, and all rights under the SERP and any other benefit plan shall be governed by such plansbasis); and
provided that (v1) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health precluded from continuing his participation in any employee benefit plan or program as provided in this clause (the “Health Plan”viii) or Medicare and provided that Executive of this Section 11(f), he shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount receive cash payments equal on an after-tax basis to the present value cost to him of obtaining the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been benefits provided under the Health Plan immediately prior plan or program in which he is unable to Executive’s Retirementparticipate for the period specified in this clause (viii) from of this Section 11(f), (2) such cost shall be deemed to be the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had lowest cost that would be incurred by Executive remained employed by the Bank during in obtaining such periodbenefit himself on an individual basis, calculated on the assumption that the cost and (3) payment of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount amounts shall be calculated by an actuary selected by the Bank made quarterly in advance;
(ix) other or additional benefits then due or earned in accordance with applicable plans and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis programs of the discount rate set forth in Company (including without limitation the Bank’s qualified retirement plan for benefits payable under the determination of lump sum paymentsSERP and the Split Dollar Agreement).
Appears in 1 contract
Retirement. If Executive may elect to terminate voluntarily terminates his employment hereunder by retirement at or with the Company without Good Reason after age 60 completion of 15 cumulative years of service as a named executive officer and/or a member of the Board (“Retirement”which service requirements the Company hereby acknowledge Executive has satisfied). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the followingfollowing shall apply:
(i) not later than December 31, 2021, the Company shall pay Executive his Base Salary through the Executive’s Compensation Accrued at Termination (as defined in Section 8(c))Date and any accrued but unused Paid Time Off amounts;
(ii) In lieu of the Company shall pay Executive any annual incentive compensation Bonus and any Performance Share Awards and Restricted Stock Unit Awards under Section 4(b4(b)(i) for the and any Performance Based Restricted Stock Unit Awards under Section 4(b)(ii) that are earned or vested in or with respect to a previous year in that has not yet been paid and delivered, which Executive’s employment terminatedBonus and performance awards shall be paid not later than December 31, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination2021;
(iii) The vesting the Company shall pay Executive the full Bonus based upon actual performance for the performance period in which termination occurs, determined in accordance with Exhibit A (but without proration under subjection F, and exercisability as such will be calculated as if Executive was employed under this Agreement for the entire calendar year ended December 31, 2021) with an estimate of stock options held by the Bonus amount paid not later than December 31, 2021, plus a true-up payment, if required, to be paid at such time as Bonuses are paid to other executives but not later than March 15 of the calendar year following the end of the performance period (for the avoidance of doubt, in the event actual performance would result in a lower Bonus, no negative adjustment to the Bonus amount previously paid to Executive at termination and all other terms of such options in 2021 under this subsection (iii) shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereofapplied);
(iv) All all previously granted time based awards that are outstanding (including any Restricted Stock Unit Awards and other similar time based awards but not restricted stock awards which shall be dealt with under section 6(b)(viii) below) shall immediately vest and deferred stock awardsbecome unrestricted on the date the Release Agreement becomes irrevocable and the Company shall use its best efforts to deliver to Executive the vested Shares subject to the time based awards on or before December 31, including outstanding stock plan awards, all other long-term incentive awards, 2021;
(v) the Company shall deliver to Executive:
(A) the Shares subject to the previously granted Performance Share Awards and all deferral arrangements Restricted Stock Unit Awards under Section 5(d)4(b)(i) and other similar previously granted performance awards for any performance periods that have not yet ended, shall be governed by determined based upon actual performance in accordance with Exhibit B and delivered at such time as performance share awards for other Executives are settled but not later than March 15 of the plans and programs under which calendar year following the awards were granted or governing end of the deferral, and all rights under the SERP and any other benefit plan shall be governed by applicable performance period for such plansawards; and
(vB) Upon Retirementthe Shares subject to any previously granted Performance Based Restricted Stock Unit Awards under Section 4(b)(ii) for any performance periods that have not yet ended, if Executive is determined based upon actual performance in accordance with Exhibit C-1 and delivered at such time as Performance Based Restricted Stock Unit Awards for other executives are settled but not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value later than March 15 of the total cost calendar year following the end of medical coverage under the Health Plan applicable performance period for such awards;
(vi) all previously granted performance based restricted stock awards for any performance periods that would have been incurred by both not yet ended shall vest and become unrestricted immediately following the end of the applicable performance period for such awards based upon actual performance achieved during the applicable performance period, and Company will provide Executive with all calculations and the Bank on behalf information related thereto;
(vii) any stock option grants that remain outstanding as of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment termination shall immediately vest, if not previously vested, and shall remain exercisable for the remainder of Social Security retirement age had the original term but not later than the 10th anniversary of the original date of grant; and
(viii) the Executive remained employed shall render reasonable consulting services to the Company starting December 16, 2021 and continuing through December 31, 2022 as may be requested from time to time by the Bank during such periodCompany’s Chief Executive Officer, calculated in accordance with, and subject to, a separate Consulting Agreement entered into by and between the Parties and subject to Section 10;
(ix) all previously granted time based restricted stock awards that are outstanding shall immediately vest and become unrestricted on the assumption date the Release Agreement becomes irrevocable and the Company shall use its best efforts to deliver such shares to Executive on or before December 31, 2021;
(x) the Company shall pay Executive a single lump sum payment in an amount equal to 150% of the monthly COBRA premium payable for the coverage in effect on the Termination Date and, if applicable, his dependents under the Company’s group health plan, multiplied by 18; and
(xi) the Company will pay Executive an amount equal to the sum of three million six hundred thousand dollars ($3,600,000).
3. Section 6(h)(2) (Definitions: Change of Control) is hereby deleted in its entirety.
4. Section 6(h)(3)(vi) is hereby deleted in its entirety.
5. Section 6(h)(4) (Definitions: CIC Agreement) is hereby deleted in its entirety.
6. In consideration of the enhanced Retirement severance benefit payable to Executive under Section 6(f)(x) of the Employment Agreement as hereby amended, the Parties hereto agree that the cost of such coverage would remain unchanged from CIC Agreement be and hereby is terminated.
7. The Company and Executive acknowledge that in effect for amounts payable to Executive under the year of ExecutiveCompany’s Retirement. Such lump sum amount Deferred Compensation Plan (DCP) shall be calculated by an actuary selected by paid to Executive under the Bank terms of the DCP and paid nothing in cash at this Amendment shall amend or change the time specified or form of amounts payable to Executive under the DCP.
8. Except as otherwise provided herein, the Employment Agreement is hereby ratified and confirmed in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsall other respects.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplans and all rights to the Retirement Benefit provided under Section 5(b)(v) of this Agreement shall be governed by Section 5(b)(v); and
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Bank shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank shall make a good faith effort to obtain insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Bank’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of Social Security retirement age, within the meaning of Section 216(l) of the Social Security Act, as the same may be amended (“Social Security Retirement Age”). In the event that the Bank determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in his sole discretion, that any such insured coverage offered by the Bank is not substantially comparable to such COBRA continuation coverage, the Bank shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Bank’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such periodage, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 Upon Executive's Retirement (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(das defined below), and Executive will shall be entitled to receive, the followingand his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive’s Compensation Accrued at Termination (as defined employment, which shall be paid in Section 8(c))a single lump sum not later than 15 days following Executive’s termination of employment;
(ii) In lieu of any pro rata annual incentive compensation under Section 4(b) award for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminatedtermination occurs, based on performance actually achieved in that year (determined by valuation at the Committee following completion end of the performance such year and paid at the time specified payable in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed cash lump sum promptly (but in the year of termination and the denominator of which is the total number of days in the year of terminationno event later than 15 days) thereafter;
(iii) The continued vesting and exercisability of stock options held by (as if Executive at termination and all other terms of such options shall be governed remained employed by the plans and programs and Company) of any restricted stock or deferred stock awards outstanding at the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)time of his termination of employment;
(iv) All restricted stock and deferred stock awards, including continued vesting (as if Executive remained employed by the Company) of all outstanding stock plan awardsoptions granted after the Effective Date and the right to exercise such stock options for the remainder of the exercise period; and continued vesting of all outstanding options granted prior to the Effective Date and the right to exercise such stock options for a period of one year following the later of the date the options are fully vested or Executive’s termination of employment (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company), or for the remainder of the exercise period, if less;
(v) continued vesting (as if Executive remained employed by the Company) of all other outstanding long-term incentive awardsawards and payment of such awards based on valuation at the end of the applicable performance periods, and all deferral arrangements under Section 5(dpayable in a lump sum in cash or the Company’s common stock (with or without restrictions) promptly (but in no event later than 15 days) thereafter;
(vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be governed by paid in a single lump sum not later than 15 days following Executive’s termination of employment;
(vii) settlement of all deferred compensation arrangements in accordance with Executive’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement at such time);
(viii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, provided that the Company shall bear the cost of such insurance until Executive’s 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and programs under which the awards were granted of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or governing the deferralbenefit-by-benefit, and all rights under the SERP and any other benefit plan shall be governed by such plansbasis); and
provided that (v1) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health precluded from continuing his participation in any employee benefit plan or program as provided in this clause (the “Health Plan”viii) or Medicare and provided that Executive of this Section 10(f), he shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount receive cash payments equal on an after-tax basis to the present value cost to her of obtaining the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been benefits provided under the Health Plan immediately prior plan or program in which he is unable to Executive’s Retirementparticipate for the period specified in this clause (viii) from of this Section 10(f), (2) such cost shall be deemed to be the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had lowest cost that would be incurred by Executive remained employed by the Bank during in obtaining such periodbenefit herself on an individual basis, calculated on the assumption that the cost and (3) payment of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount amounts shall be calculated by an actuary selected by the Bank made quarterly in advance; and
(ix) other or additional benefits then due or earned in accordance with applicable plans and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis programs of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsCompany.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). Executive’s termination of employment upon expiration of the Term on December 31, 2006 (or any anniversary of December 31, 2006 in the event of any extension of the Term as provided in Section 2) shall be deemed a Retirement hereunder. At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified provided in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP SERPS and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the Term will terminateaggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; (3) any accrued but unpaid Vacation Time as of the Date of Termination; and (4) in the case of compensation previously deferred by the Executive, all obligations amounts of such compensation previously deferred and not yet paid by the Bank Company (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Sections 1 through 5 Section 4.8 of this Agreement will immediately cease except for obligations which expressly continue after termination of if the Executive's employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:had not terminated.
(ic) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s Compensation Accrued 's family, at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation least equal to that which would have been provided to the Executive under Section 4(b) for 4.7 if the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his 's employment had not terminated, based on performance actually achieved in until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that year (determined provided by the Committee following completion of the performance year and paid at the time specified in the applicable planCompany), multiplied provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. Following the date on which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company's health coverage, if available, provided that the Executive pays all applicable premiums charged by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;Company or its third-party provider(s).
(iiid) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank Company shall pay to the Executive, in equal bi-weekly installments over a period of ten (10) years, beginning with the next bi-weekly payroll period following the Date of Termination, full or partial retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive's age and years of service with the Company equal at least sixty-three (63), the Executive a lump sum amount is at least fifty-five (55) years old, and the Executive has completed at least twenty (20) years of service with the Company, the Executive is entitled to maximum retirement payments for each year during the ten (10) year payment period equal on an after-tax basis to the present value product of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.sixty percent
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (If the employment of the Executive is terminated for any reason except cause as defined in Section 8(c5(d) above, the Company shall pay to the Executive (or in the event of the Executive's death after such termination, to such person as the Executive has designated in a notice filed with the Company, or if no such person shall have been designated, to his estate));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion amount by which (x) the product of (a) one-half multiplied by the Executive's average annual incentive compensation salary for the three year period preceding the Termination Date times (b) the number of years (including any partial year) since May 1, 1993 (the "Retirement Compensation") exceeds (y) the sum of (a) any amounts previously distributed to the Executive pursuant to Section 5(g)(ii), and (b) any amounts previously distributed pursuant to Sections 5(g)(iii) and 5(g)(iv). The lump sum amount to be paid shall not be present-valued or otherwise reduced by use of any other discount or discounting method. The payment will be made to the Executive within five business days of the Termination Date.
(ii) Within five business days after the date on which the BE Aerospace, Inc. Executive Compensation Trust II dated April 21, 1999, as amended is terminated (the "Distribution Date"), the Company will distribute in a lump sum the amount of Retirement Compensation that would have become been payable in cash to the Executive (i.e., excluding the portion payable in stock or in other non-cash awardsunder Section 5(g)(i) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion as of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;Distribution Date.
(iii) Within ninety days of the Distribution Date, the Company shall establish a trust for the duration of the Employment Term, and, commencing on the Distribution Date and on a quarterly basis, thereafter, each a "Contribution Date" the Company shall contribute to the trust (the "Retirement Trust") for the benefit of the Executive an amount equal to (a) the Retirement Compensation that would be payable to the Executive under Section 5(g)(ii) if the Contribution Date was his Termination Date minus (b) the assets in the Retirement Trust as of the Contribution Date. The vesting Retirement Trust to which the Company shall make these contributions shall be irrevocable. The Retirement Trust shall provide that the Executive may withdraw from the Retirement Trust, within the 30 day period beginning on the date on which he receives notice from the Company that the Company has made a contribution pursuant to this Section 5(g)(iii) an amount up to but not to exceed the amount of that contribution. If and exercisability to the extent that the Executive fails to exercise this withdrawal right within the 30 day period, such withdrawal right shall lapse. The Retirement Trust also shall contain such other provisions as the Company and the Executive reasonable agree are necessary in order for the Retirement Trust to qualify as a grantor trust under Section 671 of stock options held by the Code with the Executive at termination as the grantor. The trust agreement for the Retirement Trust shall provide that any assets remaining in the Retirement Trust, after payment of all the retirement compensation payable pursuant to this Section 5g(iii), shall be payable to the Executive, and all other terms that prior to payment of such options retirement compensation, the assets of the Retirement Trust shall be governed by exempt from the plans and programs and claims of the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);Company's creditors.
(iv) All restricted stock and deferred stock awardsAs of the last day of each calendar quarter ending on or after the Distribution Date, including outstanding stock plan awardsduring the Employment Term, all other long-term incentive awards, and all deferral arrangements under Section 5(d), the trustee of the Retirement Trust shall be governed required to distribute to the Executive 25% of the amount of the Assumed Taxes that the Company reasonably estimates will be payable by the plans and programs under Executive for the calendar year for which the awards were granted or governing distribution is being made as a result of his beneficial interest in the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10Retirement Trust. For this purpose, the Bank term "Assumed Taxes" shall pay to Executive a lump sum amount equal on an after-tax basis to mean the present value of the total cost of medical coverage under the Health Plan Federal, State and local income taxes that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed be payable by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect Executive for the year of Executive’s Retirement. Such lump sum in question, assuming that the amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not taxable would be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentshighest Federal and applicable State and local income taxes.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time If this Agreement is terminated as a result of Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and any vested stock options then held by Executive under Sections 1 through 5 of shall remain exercisable after Retirement until their respective Expiration Dates. If this Agreement will immediately cease except for obligations which expressly continue after termination is terminated as a result of employment due to Executive’s Retirement, Executive and his Family shall continue to be covered under or entitled to any and all medical insurance or other medical benefits that the Bank will pay Executive was covered under or entitled to at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which retirement (or provided substantially equivalent benefits or coverage) at no additional expense for a period of 5 years from such options were granted retirement (subject to Section 10(f) hereofthe limitation that such benefits will cease in any event at the end of the month of the Executive’s 72nd birthday);
(iv) All restricted stock . If Executive retires from GTECH and deferred stock awardshis Retirement Factor is 65, including outstanding stock plan awards, all other long50% of any Performance Shares and Non-term incentive awards, Performance Shares awarded but not yet issued and all deferral arrangements under Section 5(dtransferred to Executive on the date of his Retirement pursuant to Sections 5(c), shall be governed by the plans 6(c) or 6(d) hereof (including such Non-Performance Shares issued in connection with Executive’s third, fourth and programs under which the awards were granted fifth years of employment, whether or governing the deferralnot employment occurs during any of those years (collectively, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health PlanUnvested Shares”) will be promptly issued and transferred to Executive whether or Medicare and provided that not the Executive shall be in compliance with the conditions has satisfied any performance or employment requirements set forth in Section 10, Sections 6(c) or 6(d) hereof and the Bank shall pay Executive’s right to 50% of the Unvested Shares awarded but not yet issued and transferred to Executive a lump sum amount equal on an after-tax basis to the present value will expire as of the total cost effective date of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date . If this Agreement is terminated as a result of Executive’s Retirement until Executive’s attainment upon achieving a Retirement Factor of Social Security retirement age had 75, (i) Executive remained employed by the Bank during such period, calculated on the assumption and his Family shall continue to be covered under or entitled to any and all medical insurance or other medical benefits that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash Executive was covered under or entitled to at the time specified in Section 6(d). Such amount shall not be of such retirement (or provided substantially equivalent benefits or coverage) at no additional expense for a period of 10 years from such retirement (subject to reduction or forfeiture by reason the limitation that such benefits will cease in any event at the end of the month of the Executive’s 72nd birthday) and (ii) 100% of any coverage for which Unvested Shares awarded but not yet issued and transferred to Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis date of his retirement pursuant to Sections 5(c), 6(c) or 6(d) hereof will be promptly issued and transferred to Executive whether or not the discount rate Executive has satisfied any performance or employment requirements set forth in Sections 6(c) or 6(d) hereof. Retirement with a Retirement Factor between 65 and 75 will result in (i) a six-month increase in the Bankperiod of continued medical coverage for each 1 Retirement Factor point increase (subject to the limitation that such benefits will cease at the end of the month of the Executive’s qualified retirement plan 72nd birthday) and (ii) a 5% increase in the number of Unvested Shares to be issued and transferred for each 1 Retirement Factor point increase (e.g., a Retirement Factor of 67 will result in continued medical coverage for a period of 6 years (subject to the determination limitation that such benefits will cease at the end of lump sum paymentsthe month of the Executive’s 72nd birthday) and 60% of any Shares awarded but not yet issued and transferred to Executive to be promptly issued and transferred to Executive).
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 or at such earlier age as may be approved by the Board (in either case, “Retirement”). In this regard, termination of Executive’s employment at March 31, 2006 or a later date will be deemed a Retirement. At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementplan, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred as modified by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsAgreement.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). Executive’s termination of employment upon expiration of the Term on December 31, 2009 (or any anniversary of December 31, 2009 in the event of any further extension of the Term as provided in Section 2) shall be deemed a Retirement hereunder. At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP SERPS and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options and stock appreciation rights held by Executive at termination and all other terms of such options and stock appreciation rights shall be governed by the plans and programs and the agreements and other documents pursuant to which such options and stock appreciation rights were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsplan.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the Term will terminateaggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; (3) any accrued but unpaid Vacation Time as of the Date of Termination; and (4) in the case of compensation previously deferred by the Executive, all obligations amounts of such compensation previously deferred and not yet paid by the Bank Company (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Sections 1 through 5 Section 4.8 of this Agreement will immediately cease except for obligations which expressly continue after termination of if the Executive's employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:had not terminated.
(ic) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s Compensation Accrued 's family, at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation least equal to that which would have been provided to the Executive under Section 4(b) for 4.7 if the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his 's employment had not terminated, based until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company's health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive, in that equal bi-weekly installments over a period of ten (10) years, beginning with the next bi-weekly payroll period following the Date of Termination, full or partial retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive's age and years of service with the Company equal at least sixty-three (63), the Executive is at least fifty-five (55) years old, and the Executive has completed at least twenty (20) years of service with the Company, the Executive is entitled to maximum retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive's average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination (or, if less than three years, the average for the actual number of whole calendar years during which the Executive was employed by the Company). Notwithstanding the foregoing, if, as of the Date of Termination, the sum of the Executive's age and years of service with the Company equal at least sixty-three (63) and the Executive has completed at least twenty (20) years of service with the Company, but the Executive is younger than age fifty-five (55), the Executive shall be entitled to deferred maximum retirement payments, in the amount and form described in the preceding sentence, beginning with the next bi-weekly payroll period following the attainment of age fifty-five (55). For purposes of this Section 6.4(d), years of service include all whole (12 month) years of employment with the Company and with any entity acquired by the Company, beginning with the Executive's initial date of employment with the Company or the acquired entity.
(2) At the election of the Executive, the actuarial equivalent of the Executive's retirement payments (determined by utilizing reasonable actuarial assumptions) may be paid over a period longer than ten (10) years.
(3) In the Committee following completion event of the performance year and paid at Executive's death prior to the time specified payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive's surviving spouse, if any, or to any other beneficiary named by the Executive in writing.
(4) Any remaining retirement payments shall immediately cease in the applicable planevent the Executive works for a competitor (as determined by the Company in its sole discretion), multiplied becomes employed by a fraction any other employer without the numerator prior written consent of the Company, or violates any of his Continuing Obligations. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the number Company to be in competition with the Company in a capacity in which the economic value of days his total compensation is comparable to his total compensation while employed by the Company, and receive retirement benefits which are reduced proportionately by the compensation received by the Executive was employed in the year new position. Also with the prior written consent of termination and the denominator of Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company, in a capacity in which his total number compensation is materially less than his total compensation while employed by the Company, in which case there would be no reduction in retirement benefits.
(e) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of days the rights and interests awarded to the Executive under the Company's stock plans, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests).
(f) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the year case of termination;the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(iiig) The vesting All other obligations of the Company and exercisability rights of stock options held the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by Executive at termination and all other the terms of such options this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements Date of Termination. In addition, the Executive shall continue to be eligible to make deferrals under the Company's Executive Deferred Compensation Plan, and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);under the LTIP, in accordance with the terms of those Plans.
(ivh) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Except as otherwise provided in this Section 5(d6.4(h), shall be governed by the plans payments and programs benefits provided under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive this Section 6.4 shall be in compliance lieu of any payments to which the Executive may have otherwise been entitled under the terms of Section 6.2, 6.3 or 6.5, and vice versa. In the event a Change in Control occurs coincident with or following the conditions set forth in commencement of the Executive's retirement payments under this Section 106.4, the Bank payment of any remaining retirement payments to which the Executive is entitled under this Section 6.4 shall pay to Executive be accelerated and paid in a lump sum amount equal cash payment within a reasonable period of time following the Change in Control. In the event the Executive becomes eligible for payments under the terms of Section 6.5 following the date on an after-tax basis which the Executive becomes entitled to deferred maximum retirement payments under this Section 6.4 but prior to the present value commencement of the total cost of medical coverage retirement payments, the Executive shall receive payments under the Health Plan that would terms of Section 6.5 in lieu of the deferred retirement payments or any other payments to which the Executive may have otherwise been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided entitled under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes terms of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsSection 6.4.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options and stock appreciation rights held by Executive at termination and all other terms of such options and stock appreciation rights shall be governed by the plans and programs and the agreements and other documents pursuant to which such options and stock appreciation rights were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP EXPP, USERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementplan subject to, if Executive is not eligible for retiree coverage under in the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value case of the total cost of medical coverage under the Health Plan EXPP and USERP, Section 5(b) hereof including without limitation that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date Additional Service Credits that were credited as of Executive’s Retirement until Executive’s attainment as provided in Section 5(b)(iv) of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount this Agreement shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsfully reflected.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Paid Leave as of the Date of Termination.
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates due had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to Retirementthe Executive and/or the Executive’s family, at least equal to that which would have been provided to the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and Section 4.7 if the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company). Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company’s health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive, in that equal bi-weekly installments over a period of ten (10) years, beginning with the next bi-weekly payroll period following the Date of Termination, retirement payments, as provided below:
(1) If, as of the Date of Termination, the Executive has completed at least ten (10) years of service with the Company, the Executive is entitled to retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive’s average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination. For purposes of this Section 6.4(d), years of service include all twelve (12) consecutive month periods of employment with the Company, beginning with the Executive’s initial date of employment with the Company.
(2) At the election of the Executive, the actuarial equivalent of the Executive’s retirement payments (determined by utilizing reasonable actuarial assumptions) may be paid over a period longer than ten (10) years.
(3) In the Committee following completion event of the performance year and paid at Executive’s death prior to the time specified payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive’s surviving spouse, if any, or to any other beneficiary named by the Executive in writing.
(4) In addition to the cessation provisions set forth in Section 6.8, any remaining retirement payments shall immediately cease in the applicable planevent the Executive works for a competitor (as determined by the Company in its sole discretion), multiplied or becomes employed by a fraction any other employer without the numerator prior written consent of the Company. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the number Company to be in competition with the Company, in a capacity in which the economic value of days his total compensation is comparable to his total compensation while employed by the Company, and receive retirement benefits which are reduced proportionately by the compensation received by the Executive was employed in the year new position. Also with the prior written consent of termination and the denominator of Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company, in a capacity in which his total number compensation is materially less than his total compensation while employed by the Company, in which case there would be no reduction in retirement benefits.
(e) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of days the rights and interests awarded to the Executive under the Company’s stock plans, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests).
(f) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the year case of termination;the Indemnity Agreement, for such longer term as may be provided for in the Indemnity Agreement).
(iiig) The vesting All other obligations of the Company and exercisability rights of stock options held the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by Executive at termination and all other the terms of such options this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements Date of Termination. In addition, the Executive shall continue to be eligible to make deferrals under any deferred compensation plan maintained by the Company, and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);under the LTIP, in accordance with the terms of those plans.
(ivh) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Except as otherwise provided in this Section 5(d6.4(h), shall be governed by the plans payments and programs benefits provided under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive this Section 6.4 shall be in compliance lieu of any payments to which the Executive may have otherwise been entitled under the terms of Section 6.2, 6.3 or 6.5, and vice versa. In the event a Change in Control occurs coincident with or following the conditions set forth in commencement of the Executive’s retirement payments under this Section 106.4, the Bank payment of any remaining retirement payments to which the Executive is entitled under this Section 6.4 shall pay to Executive be accelerated and paid in a lump sum amount equal cash payment within a reasonable period of time following the Change in Control. In the event the Executive becomes eligible for payments under the terms of Section 6.5 following the date on an after-tax basis which the Executive becomes entitled to deferred maximum retirement payments under this Section 6.4 but prior to the present value commencement of the total cost of medical coverage retirement payments, the Executive shall receive payments under the Health Plan that would terms of Section 6.5 in lieu of the deferred retirement payments or any other payments to which the Executive may have otherwise been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided entitled under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes terms of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsSection 6.4.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“"Retirement”"). Executive’s termination of employment upon expiration of the Term on December 31, 2009 (or December 31, 2010 in the event of an extension of the Term as provided in Section 2) shall be deemed a Retirement hereunder. At the time Executive’s 's employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s 's Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s 's employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP SERPS and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Bank shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank shall make a good faith effort to obtain insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Bank’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of Social Security retirement age, within the meaning of Section 216(l) of the Social Security Act, as the same may be amended (“Social Security Retirement Age”). In the event that the Bank determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in his sole discretion, that any such insured coverage offered by the Bank is not substantially comparable to such COBRA continuation coverage, the Bank shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Bank’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such periodage, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Paid Leave as of the Date of Termination.
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates due had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to Retirementthe Executive and/or the Executive’s family, at least equal to that which would have been provided to the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and Section 4.7 if the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company). Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company’s health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63), the Executive is at least fifty-five (55) years old, and the Executive has completed at least nine (9) years of service with the Company, the Executive is entitled to normal retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive’s average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination. Payments shall commence on the first payroll date immediately following the six (6) month anniversary of the Date of Termination and shall continue until the first payroll date immediately following the ten (10) year anniversary of the Date of Termination (“Payment Period”). Payments shall be made each payroll date during the Payment Period in substantially equal installments; provided, however, that year the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Date of Termination. Notwithstanding the foregoing, if, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63) and the Executive has completed at least nine (9) years of service with the Company, but the Executive is younger than age fifty-five (55), the Executive shall be entitled to deferred retirement payments, in the amount and form described in the preceding sentence. The Executive’s deferred retirement payments shall commence on the first payroll date immediately following the Executive’s attainment of age fifty-five (55) and shall continue for ten (10) years thereafter; provided, however, that if the Executive attains age fifty-five (55) prior to the six (6) month anniversary of the Date of Termination, the first payment shall not be made until the first payroll period immediately following the six (6) month anniversary of the Date of Termination and the first payment shall include the amount that would have been paid prior to the actual first payment date had the first payment date been the first payroll date immediately following the Executive’s attainment of age fifty-five (55). For purposes of this Section 6.4(d), years of service include all twelve (12) consecutive month periods of employment with the Company and with any entity acquired by the Company, beginning with the Executive’s initial date of employment with the Company or the acquired entity.
(2) In the event of the Executive’s death prior to the payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive’s surviving spouse, if any, or to any other beneficiary named by the Executive in writing at the same time as such payments would have been made to the Executive.
(3) In addition to the cessation provisions set forth in Section 6.7, any remaining retirement payments shall immediately cease in the event the Executive works for a competitor (as determined by the Committee following completion Company in its sole discretion) or becomes employed by any other employer without the prior written consent of the performance year Company. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company, in a capacity in which the economic value of his total compensation is comparable to his total compensation while employed by the Company, and paid at receive retirement benefits which are reduced proportionately by the time specified compensation received by the Executive in the applicable plan)new position. Also with the prior written consent of the Company, multiplied the Executive may be employed by a fraction the numerator of an entity which is not deemed by the number of days Executive was Company to be in competition with the Company, in a capacity in which his total compensation is materially less than his total compensation while employed by the Company, in the year of termination and the denominator of which is the total number of days case there would be no reduction in the year of termination;retirement benefits.
(iiie) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests). Notwithstanding the foregoing, with respect to any stock options that were both granted prior to January 1, 2004 and not vested as of December 31, 2004, the extension of the vesting and exercisability exercise periods for such options, pursuant to this paragraph, shall be limited to (i.e., shall not extend beyond) the later of stock (1) the fifteenth (15th) day of the third (3rd) calendar month following the date on which such options held by Executive at termination and all other would have otherwise expired based on the terms of such options as of their original date of grant, or (2) December 31 of the calendar year in which such options would have otherwise expired based on the terms of such options as of their original date of grant.
(f) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided for in the Indemnity Agreement).
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);Date of Termination.
(ivh) All restricted stock The payments and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements benefits provided under this Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive 6.4 shall be in compliance with lieu of any payments to which the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage (or his family) may have otherwise been entitled under the Health Plan that would have been incurred by both Executive terms of Section 6.2, 6.3 or 6.5, and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsvice versa.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. If Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and as defined in Paragraph 8(a)(iv) below, then the Bank will pay Company shall provide to Executive at the time specified same benefits in Section 6(d)Paragraph 8(a)(ii) above, and Executive will be entitled shall,
(A) allow any unvested equity, granted under a stock plan that the Company has adopted, to receivecontinue vesting as scheduled after Executive’s termination of employment,
(B) extend the post-termination exercise period of any outstanding stock option, granted under a stock plan that the following:
Company has adopted, to the full term of the stock option; provided that the post-termination exercise period shall not extend beyond the earlier of (i) Executive’s Compensation Accrued at Termination the term of the stock option, or (as defined in Section 8(c))ii) ten years after the applicable stock option has been granted;
(iiC) In lieu of any annual incentive compensation under Section 4(ballow the continued participation in the Company’s Long Term Incentive Plan, MIP and performance restricted stock units program (“PeRSUs”) pursuant to the Company’s 2005 Stock Plan (or successor plan(s)) for the year performance period(s) in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined metrics and targets were approved by the Company’s Board (or duly authorized Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iiithereof) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of but which performance period is scheduled to end after Executive’s Retirement. Such lump sum amount ; provided that
(1) the awards made under those plans shall be calculated by an actuary selected by the Bank and paid in cash made at the time specified in Section 6(d). Such amount shall not be same time, determined on the same basis and subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Sectionthe same criteria and results as other executive officers who participate in those plans; provided, present value shall be calculated on however, that the basis of the discount rate set forth in the Bank’s qualified retirement plan individual modifier applied for the determination of payments under MIP, if any, shall be the modifier equal to the average modifier applied to Executive’s MIP awards in the three previous consecutive performance periods preceding Executive’s Retirement,
(2) the awards or payments under this Paragraph 8(a)(iii)(C) shall not be prorated for actual services rendered during the applicable performance period, and
(3) in lieu of a grant of PeRSUs, the Company shall pay to Executive on the third-year anniversary of the date that Executive would have received a PeRSU grant if he remained an employee of the Company, a cash lump sum payments.equal to the product of the closing price of the Company common stock on such third-year anniversary and the number of PeRSUs that would have been granted to Executive at the end of the performance period if he remained an employee of the Company; provided, however, that the individual modifier applied for the determination of PeRSUs that would have been granted, if any, to Executive at the end of the performance period (if he had remained an employee) shall be the modifier equal to the average modifier applied to Executive’s PeRSUs in the three previous consecutive performance periods preceding Executive’s Retirement,
Appears in 1 contract
Sources: Employment Agreement (McKesson Corp)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsplan.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At Employees, upon leaving the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations employ of the Bank Board, shall not be entitled to compensation for accumulated sick leave; provided, however, that any employee who is eligible to retire in accordance with the State Retirement Act and Executive under Sections 1 through 5 who, having given the President not less than three (3) months’ advance written notice thereof, does retire shall be paid twenty percent (20%) of this Agreement will immediately cease except for obligations which expressly continue after termination the value of employment due to Retirement, and the Bank will pay Executive his unused accumulated sick leave at the time specified in Section 6(d)of his retirement, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of such employee’s rate of pay as it is on the discount date immediately prior to the date on which his retirement has effect. The President, for reasons deemed satisfactory to him, may waive the notice required by the preceding proviso. In calculating the daily rate set forth of pay of any member of the bargaining unit hereunder, the following formulas shall be used:
(i) in the Bankcase of any member of the bargaining unit whose work year is of ten (10) months’ duration, the daily rate of pay shall be an amount equal to 1/215th of such unit member’s qualified retirement plan for annual salary rate as such annual salary rate is on the determination date on which or in respect of lump sum paymentswhich such calculation is required to be made;
(ii) in the case of any member of the bargaining unit whose work year is of twelve (12) months’ duration, the daily rate of pay shall be an amount equal to 1/260th of such unit member’s annual salary rate as such annual salary rate is on the date on which or in respect of which such calculation is to be made. If, at the time of death of an administrator, said administrator was eligible to retire and receive a pension from the Commonwealth, then said administrator shall be paid twenty percent (20%) of the value of unused accumulated sick leave to his/her credit at the time of death, provided that no monetary or other allowance has already been made therefore. It is understood that any such payment will not change the administrator’s pension benefits. The President shall authorize payment of such compensation upon the establishment of a valid claim therefor, in the following order of precedence: First: to the surviving beneficiary or beneficiaries, if any, lawfully designated by the person under the State Employees’ Retirement System; Second: if there be no such designated beneficiary, to the estate of the deceased.
Appears in 1 contract
Sources: Collective Bargaining Agreement
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Paid Leave as of the Date of Termination.
(b) The Company shall pay or reimburse to the Executive in a lump sum cash payment within ninety (90) days after the Date of Termination any costs and expenses (and moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s family, equal to that which would have been provided to the Executive under Section 4.7 if the Executive’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company); provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, for a period of two (2) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests).
(e) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided for in the Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) If the Executive elects to terminate this Agreement due to Retirement, the Term will terminate, all obligations of the Bank payments and Executive benefits provided under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified Section 6.4 shall be in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for payments to which the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding or his family) may have otherwise been entitled under the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards6.2, including outstanding stock plan awards, all other long-term incentive awards6.3 or 6.5, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsvice versa.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect Subject to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At Section 21, upon the time termination of the Executive’s employment terminates due to by reason of Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will shall be entitled to receivethe Accrued Compensation (payable in accordance with Section 8(c)) and, provided that Executive (x) has prior to the expiration of the thirty (30) day period after the date of termination both delivered to the Company the Release fully and properly executed by him, and has not revoked the Release, and (y) the Executive is in compliance with the requirements of Sections 4(a), (c) and (d) and in material compliance with Sections 4(b) and (e), the following:
Company shall pay to the Executive (i) on or before the day on which the Executive’s Compensation Accrued at Termination Annual Bonus for the Contract Year in which the Retirement occurs would have been payable under Section 6(c) above if the Retirement had not occurred (as defined in Section 8(c));
(ii) In lieu and assuming achievement of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminatedpersonal performance goals at 100%), a lump sum cash amount equal to the portion of annual incentive compensation that Annual Bonus the Executive would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) received for that year Contract Year if his employment the Retirement had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), occurred multiplied by a fraction the numerator of which is the number of days Executive was employed in that Contract Year before the year date of termination and the denominator of which is 365, and (ii) an amount equal to eighteen (18) months of (A) premiums for COBRA continuation coverage for the total number Executive and his dependents or (B) if the Executive is not eligible to elect COBRA continuation, the premiums for the health care insurance the Executive obtains for himself and his dependents not to exceed $2,500 per month, payable in eighteen (18) pro rata installments over the eighteen month period following the Release Effective Date (provided that if the Executive is permitted to do so, he elects COBRA continuation coverage), provided, however, that such payments will cease when the Executive becomes eligible for group health care coverage with another employer providing comparable benefits to the Company’s group health care plan. If and to the extent necessary in order for the Executive to avoid being subject to tax under Section 105(h) of days in the year Code on any payment and/or reimbursement of termination;
any health care expenses made to him or his eligible dependents or for his or their benefit pursuant to the preceding sentence the Company shall impute as taxable income to the Executive an amount equal to the excess of (iiix) The vesting the full actuarial cost of the health care benefit coverages provided to him and exercisability of stock options held by Executive at termination and all other terms his dependents thereunder over (y) the portion of such options shall be governed total cost paid for by the plans and programs and the agreements and other documents pursuant to Executive or dependents for such period during which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awardscoverages are provided. Upon Executive’s Retirement, including outstanding stock plan awards, all other the Executive’s equity and/or long-term incentive awardsawards which vest based solely on the passage of time (including any common shares or other equity issued or issuable upon achievement of any applicable performance goals achieved on or prior to the date of termination, including, without limitation, with respect to the Notional Unit Awards) shall fully vest as of the date of termination (including any accrued and all deferral arrangements under Section 5(d)unvested dividends thereon) and the transfer and/or sale restrictions and holding requirements on such equity and/or long-term incentive awards shall also lapse as of the date of termination. In addition, shall be governed by the plans and programs under upon Executive’s Retirement, any equity awards and/or long-term incentive awards for which the performance goals remain outstanding shall continue to vest and be paid and/or delivered in accordance with the terms of the applicable award agreements as if the Executive remained employed indefinitely and the transfer and/or sale restrictions and holding requirements on such long-term incentive and/or equity awards were granted shall lapse on the later of the date of the Executive’s Retirement or governing the deferral, and all vesting date of such awards. Nothing in this Section 8(d) reduces the rights or benefits of the parties to this Agreement with respect to the consulting arrangement under the SERP terms and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement7(f) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsabove.
Appears in 1 contract
Sources: Employment Agreement (Tanger Properties LTD Partnership /Nc/)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 70, or at such earlier age as may be approved by the Board (in either case, “Retirement”)) upon at least 30 days written notice to the Company. At the time Executive’s 's employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s 's Compensation Accrued at Termination (as defined in Section 8(c8(d));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s 's employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable Partial Year Bonus (as defined in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planSection 8(g), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination);
(iii) The vesting and exercisability A single severance payment in an amount equal to the sum of: (i) Executive's Base Salary plus (ii) the average of stock options the Annual Incentives (as defined in Section 8(a)) for the prior five (5) calendar years;
(iv) All equity awards (or portions thereof) held by Executive at termination and that vest based on time (not based on performance) shall be fully vested and, except as otherwise provided herein, all other terms of such options awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to the terms of this Agreement including Section 10(f11(g) hereof);
(ivv) All restricted stock and deferred stock awardsother rights under any other compensatory or benefit plan, including outstanding stock plan awards, all other long-term incentive awards, and all any deferral arrangements under Section 5(d5(c), shall be governed by the plans and programs under which the awards were granted or governing the deferralsuch plan. In addition, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementat Company's expense, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependentsdependent children shall be entitled to continuation of health insurance coverage (i.e., if anymedical, for whom coverage had been provided dental and vision) under the Health Plan immediately prior to Executive’s RetirementCompany's health plan(s) from in which Executive was participating on the date of termination or if such plan(s) have been terminated, in the plan(s) in which senior executives of the Company participate for a period of three (3) years after the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had 's Retirement. In addition, the Company shall reimburse Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect an annual amount equal to $130,768 for the year premium payments incurred in providing Executive with the Life Insurance Policy each May for a period of three (3) years after the date of Executive’s 's Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the Term will terminateaggregate of the following amounts:
(1) any unpaid portion of the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) in the case of compensation previously deferred by the Executive, all obligations amounts of such compensation previously deferred and not yet paid by the Bank Company (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or the applicable plan).
(b) The Company shall promptly pay or reimburse to the Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Sections 1 through 5 Section 4.8 of this Agreement will immediately cease except for obligations which expressly continue after termination if the Executive's employment had not terminated.
(c) If, as of employment due to Retirementthe Date of Termination, (1) the sum of the Executive's age and years of service with the Company equals at least sixty-five (65), (2) the Executive is at least fifty-eight (58) years old, (3) the Executive has completed at least ten (10) years of service with the Company, and (4) the Bank will pay Executive at has been employed in his current position (or any other position in which he is eligible, but for the time specified restriction in Section 6(d)this clause, and Executive will be entitled to receivefor retirement payments) for a minimum of four (4) continuous full years of service following the Effective Date, the following:
(i) Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s Compensation Accrued 's family, at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation least equal to that which would have been provided to the Executive under Section 4(b) for 4.7 if the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his 's employment had not terminated, based until the earlier of (A) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (B) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company's health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive, in that equal bi-weekly installments over a period of ten (10) years, beginning with the next bi-weekly payroll period following the Date of Termination, full or partial retirement payments, as provided below:
(1) If, as of the Date of Termination, (A) the sum of the Executive's age and years of service with the Company equals at least sixty-five (65), (B) the Executive is at least fifty-eight (58) years old, (C) the Executive has completed at least ten (10) years of service with the Company, and (D) the Executive has been employed in his current position (or any other position in which he is eligible, but for the restriction in this clause, for retirement payments) for a minimum of four (4) continuous full Years of Service following the Effective Date, the Executive is entitled to maximum retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive's average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination. Notwithstanding the foregoing, if, as of the Date of Termination, the sum of the Executive's age and years of service with the Company equal at least sixty-five (65) and the Executive has completed at least twenty (20) years of service with the Company, but the Executive is younger than age fifty-eight (58), the Executive shall be entitled to deferred maximum retirement payments, in the amount and form described in the preceding sentence, beginning with the next bi-weekly payroll period following the attainment of age fifty-eight (58).
(2) At the election of the Executive, the actuarial equivalent of the Executive's retirement payments (determined by utilizing reasonable actuarial assumptions) may be paid over a period longer than ten (10) years.
(3) In the Committee following completion event of the performance year and paid at Executive's death prior to the time specified payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive's surviving spouse, if any, or to any other beneficiary named by the Executive in writing.
(4) Any remaining retirement payments shall immediately cease in the applicable planevent the Executive works for a competitor (as determined by the Company in its sole discretion), multiplied becomes employed by a fraction any other employer without the numerator prior written consent of the Company, or violates any of his Continuing Obligations. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the number Company to be in competition with the Company in a capacity in which the economic value of days his total compensation is comparable to his total compensation while employed by the Company, and receive retirement benefits which are reduced proportionately by the compensation received by the Executive was employed in the year new position. Also with the prior written consent of termination and the denominator of Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company, in a capacity in which his total number compensation is materially less than his total compensation while employed by the Company, in which case there would be no reduction in retirement benefits.
(e) The Executive (or the Executive's estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of days the rights and interests awarded to the Executive under the Company's stock plans, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests).
(f) The Executive shall continue to be covered under the Company's directors' and officers' liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive's employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the year case of termination;the Indemnification Agreement, for such longer term as may be provided for in the Indemnification Agreement).
(iiig) The vesting All other obligations of the Company and exercisability rights of stock options held the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by Executive at termination and all other the terms of such options this Agreement the Executive's rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements Date of Termination. In addition, the Executive shall continue to be eligible to make deferrals under the Company's Executive Deferred Compensation Plan, and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);under the LTIP, in accordance with the terms of those Plans.
(ivh) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Except as otherwise provided in this Section 5(d6.4(h), shall be governed by the plans payments and programs benefits provided under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive this Section 6.4 shall be in compliance lieu of any payments to which the Executive may have otherwise been entitled under the terms of Section 6.2, 6.3 or 6.5, and vice versa. In the event a Change in Control occurs coincident with or following the conditions set forth in commencement of the Executive's retirement payments under this Section 106.4, the Bank payment of any remaining retirement payments to which the Executive is entitled under this Section 6.4 shall pay to Executive be accelerated and paid in a lump sum amount equal cash payment within a reasonable period of time following the Change in Control. In the event the Executive becomes eligible for payments under the terms of Section 6.5 following the date on an after-tax basis which the Executive becomes entitled to deferred maximum retirement payments under this Section 6.4 but prior to the present value commencement of the total cost of medical coverage retirement payments, the Executive shall receive payments under the Health Plan that would terms of Section 6.5 in lieu of the deferred retirement payments or any other payments to which the Executive may have otherwise been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided entitled under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes terms of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsSection 6.4.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 65, or at such earlier age as may be approved by the Board, with at least 30 years of service with the Company or its predecessors (in either case, “Retirement”)) upon at least 30 days written notice to the Company. At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c8(d));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable Partial Year Bonus (as defined in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planSection 8(g), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination);
(iii) The vesting and exercisability A single severance payment in an amount equal to the sum of: (i) Executive’s Base Salary plus (ii) the average of stock options the Annual Incentives (as defined in Section 8(a)) for the prior five (5) calendar years;
(iv) All equity awards (or portions thereof) held by Executive at termination and that vest based on time (not based on performance) shall be fully vested and, except as otherwise provided herein, all other terms of such options awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such options awards were granted (subject to the terms of this Agreement including Section 10(f11(c) hereof);
(ivv) All restricted stock and deferred stock awardsother rights under any other compensatory or benefit plan, including outstanding stock plan awards, all other long-term incentive awards, and all any deferral arrangements under Section 5(d5(c), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan; and
(vvi) Upon RetirementThe Company will pay or reimburse Executive for his premiums charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Executive (and, if applicable, his eligible dependents, including spouse, child(ren), to the extent eligible, including disabled child, herein referred to as “Eligible Dependents”) as in effect immediately prior to the date his employment terminates, to the extent that Executive is not elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this section shall, subject to Section 5(g) of this Agreement, commence with continuation coverage for the month following the month in which Executive’s “separation from service” (as defined in Section 5(g)(v) of this Agreement) occurs and shall cease with continuation coverage for the thirty-sixth (36th) month following the month in which Executive’s separation from service occurs (or, if earlier, shall cease upon the first to occur of the date Executive becomes eligible for retiree coverage under the Bank’s health plan (of a future employer or the “Health Plan”) or Medicare and provided that date the Company ceases to offer group medical coverage to its active executive employees). To the extent Executive elects COBRA coverage, Executive shall be notify the Company in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value writing of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately such election prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that taking effect and complete any other continuation coverage enrollment procedures the Company may then have in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsplace.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement and the Executive has a Termination of Employment:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) owed as of the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; and (3) any accrued but unpaid Paid Leave as of the Date of Termination.
(b) The Company shall in a lump sum cash payment within ninety (90) days after the Date of Termination pay or reimburse to the Executive any costs and expenses (including moving and relocation expenses, if otherwise agreed to by retirement at the Company in writing) paid or after age 60 (“Retirement”). At incurred by the time Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates had not terminated, provided that the Executive (or his estate) provides proper documentation of such costs and expenses within thirty (30) days after the Date of Termination.
(c) The Company shall continue providing medical, dental, and/or vision coverage to the Executive and/or the Executive’s family, equal to that which would have been provided to the Executive under Section 4.7 if the Executive’s employment had not terminated, until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company); provided that (i) the benefits provided during the Executive’s taxable year may not affect the benefits provided to the Executive in any other taxable year (except as permitted under Section 409A), (ii) reimbursement of any eligible expenses must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred, and (iii) the right to such continued coverage is not subject to liquidation or exchange for another benefit.
(d) The Executive (or the Executive’s estate, as the case may be) shall continue to vest and, if applicable, continue to be permitted to exercise, all of the rights and interests awarded to the Executive under the Company’s stock plans, for a period of three (3) years following the Date of Termination (or, if less, for the remainder of the stated terms of the rights and interests).
(e) The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance, if any, and under his separate Indemnity Agreement with the Company, as if the Executive’s employment had not terminated, for a period of ten (10) years following his Date of Termination (or, in the case of the Indemnity Agreement, for such longer term as may be provided for in the Indemnity Agreement).
(f) All other obligations of the Company and rights of the Executive hereunder (except those described in Section 6.8 of this Agreement) shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by the terms of this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the terms and provisions of these Plans and are not necessarily severed on the Date of Termination.
(g) If the Executive elects to terminate this Agreement due to Retirement, the Term will terminate, all obligations of the Bank payments and Executive benefits provided under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified Section 6.4 shall be in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for payments to which the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding or his family) may have otherwise been entitled under the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards6.2, including outstanding stock plan awards, all other long-term incentive awards6.3 or 6.5, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsvice versa.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Bank shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank shall make a good faith effort to obtain insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Bank’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of Social Security retirement age, within the meaning of Section 216(l) of the Social Security Act, as the same may be amended (“Social Security Retirement Age”). In the event that the Bank determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in his sole discretion, that any such insured coverage offered by the Bank is not substantially comparable to such COBRA continuation coverage, the Bank shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Bank’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such periodage, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 or at such earlier age as may be approved by the Board (“in either case, "Retirement”"). At the time Executive’s 's employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s 's Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s 's employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementplan, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred as modified by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsAgreement.
Appears in 1 contract
Retirement. Executive may elect to terminate In the event the Executive's employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (Obligations as defined of the Date of Retirement shall be payable in Section 8(c))full;
(ii) In lieu of any annual incentive compensation under Section 4(b) the Company shall pay to the Executive, at the same time as bonus payments for the year in which Executive’s employment terminatedof Retirement would otherwise be made under the Bonus Plan, a lump sum amount prorated bonus for the year of Retirement only equal to the portion Cash Bonus Amount of annual incentive compensation that the bonus award the Executive would have become payable in cash to Executive (i.e.received if he had been employed throughout the bonus year and had received the same performance rating as he received for the preceding year, excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based prorated on performance actually achieved in that year (determined by the Committee following completion a daily basis as of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator Date of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of terminationRetirement;
(iii) The vesting stock options, restricted stock and exercisability of stock options held by Executive at termination other Awards under the Long-Term Plan shall vest and all other terms of such options shall be governed by exercisable as provided in the plans and programs Long-Term Plan and the agreements applicable award agreement. The award agreement for any Award of performance accelerated restricted stock granted during the Term shall provide that, notwithstanding any other provision therein, (A) if the Executive's employment terminates due to Retirement prior to age 65, then to the extent such shares have not previously been earned, the restrictions shall lapse as to 14% of the original number of shares granted for each completed year of service subsequent to the date of grant and other documents pursuant (B) if the Executive's employment terminates for any reason at or after attainment of age 65, the restrictions shall lapse as to 100% of the shares granted which such options were granted (subject to Section 10(f) hereof)have not previously been earned;
(iv) All restricted stock the Executive shall receive such retirement and deferred stock awardsother benefits as he is entitled to receive under the terms of the Companies' retirement and other benefit plans, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans8 hereof; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an afterreceive post-tax basis to the present value Retirement perquisites which are not less than those which as of the total cost time of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been Retirement are customarily provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentssimilarly situated retired executives.
Appears in 1 contract
Retirement. The Company shall pay to the Executive a retirement benefit of $200,000 per year for a period of ten years, commencing as of the later of: (1) the first day of the month following the Executive’s retirement from the Company, or (2) January 1 following the Executive’s 67th birthday provided that, except as expressly provided in section 4 herein below, such retirement benefits shall vest at the rate of twenty percent (20%) per year commencing as of the effective date of this Agreement. The retirement benefits shall be payable in semi-monthly installments (calculated by multiplying the Executive’s vested percentage by $200,000) in accordance with the Company’s normal payroll procedures, less payroll taxes and withholding required by federal, state or local law and any additional withholding to which the Executive agrees in writing. Alternatively, the Executive may elect to terminate employment hereunder by retirement at receive the economic equivalent (e.g., life insurance policy) of the semi-monthly installments if such election is made within six (6) months of the effective date of this Agreement. The receipt of any benefit under this economic equivalent alternative will occur no earlier than would the first payment under the semi-monthly installment alternative. Notwithstanding the foregoing, upon the death or after age 60 (“Retirement”). At disability of the time Executive during the Employment Period, the Executive’s employment terminates due retirement benefits shall begin on January 1 following the date the Executive has reached or would have reached 67. Payment of such retirement benefits in the event of the Executive’s death shall be made to RetirementExecutive’s estate or beneficiary as provided in Section 4(c) hereof. If and to the extent the Company designates specific corporate assets as the source from which payments under this Section 2(b)(vi) will be paid, such assets will remain under the Company’s dominion and control, and will be subject to the claims of its general creditors. In such event, the Term will terminateCompany shall transfer such assets to a “rabbi trust” that satisfies the guidelines of Revenue Procedure 92-64, all obligations 1992-2 CB 422. If and to the extent the Company transfers such assets to a rabbi trust, it is the intention of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except parties that such trust be treated as a “grantor” trust for obligations which expressly continue after termination of employment due to Retirementfederal income tax purposes, and that the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion income of the performance year and paid at trust be treated as the time specified in the applicable plan)Company’s income, multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awardsSubtitle A, including outstanding stock plan awardsChapter 1, all other long-term incentive awardsSubchapter J, and all deferral arrangements under Section 5(d)Subpart E, shall be governed by of the plans and programs under which the awards were granted or governing the deferralInternal Revenue Code of 1986, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan as amended (the “Health PlanCode”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. If this Agreement is terminated by the Executive may elect due to terminate employment hereunder Retirement:
(a) The Company shall pay to the Executive, in a lump sum cash payment within thirty (30) days after the Date of Termination, the aggregate of the following amounts: (1) any unpaid portion of the Executive’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; (2) any unpaid portion of the Annual Incentive Compensation previously awarded to the Executive; (3) any accrued but unpaid Vacation Time as of the Date of Termination; and (4) in the case of compensation previously deferred by retirement at the Executive, all amounts of such compensation previously deferred and not yet paid by the Company (unless such payment is inconsistent with either the terms of any payment election made by the Executive with respect to such deferred compensation or after age 60 the applicable plan).
(“Retirement”). At b) The Company shall promptly pay or reimburse to the time Executive any costs and expenses (and moving and relocation expenses, if otherwise agreed to by the Company in writing) paid or incurred by the Executive which would have been payable under Section 4.8 of this Agreement if the Executive’s employment terminates due had not terminated.
(c) The Company shall continue providing medical, dental, and/or vision coverage to Retirementthe Executive and/or the Executive’s family, at least equal to that which would have been provided to the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and Section 4.7 if the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based until the earlier of (1) the date the Executive becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer, or (2) the date the Executive becomes eligible for Medicare or any similar government-sponsored or provided health care program (whether or not such coverage is equivalent to that provided by the Company), provided that such coverage shall cease immediately if the Executive violates any of his Continuing Obligations. Following the date on performance actually achieved which the Executive becomes eligible for coverage under Medicare, the Executive may, at his election, continue to be covered under the Company’s health coverage, if available, provided that the Executive pays all applicable premiums charged by the Company or its third-party provider(s).
(d) The Company shall pay to the Executive, in that equal bi-weekly installments over a period of ten (10) years, beginning with the next bi-weekly payroll period following the Date of Termination, full or partial retirement payments, as provided below:
(1) If, as of the Date of Termination, the sum of the Executive’s age and years of service with the Company equal at least sixty-three (63), the Executive is at least fifty-five (55) years old, and the Executive has completed at least five (5) years of service with the Company, the Executive is entitled to maximum retirement payments for each year during the ten (10) year payment period equal to the product of sixty percent (60%) of the Executive’s average Base Salary during the three (3) consecutive full calendar years of employment immediately preceding the Date of Termination (or, if less than three years, the average for the actual number of whole calendar years during which the Executive was employed by the Company). For purposes of Retirement, years of service include all whole (12 month) years of employment with the Company and with any entity acquired by the Company beginning with the Executive’s initial date of employment with the Company or the acquired entity. The Executive’s retirement payments shall be reduced by five percent (5%) for each year less than the sum of sixty-three (63) (age and years of service).
(2) At the election of the Executive, the actuarial equivalent of the Executive’s retirement payments may be paid over a period longer than ten (10) years.
(3) In the event of the Executive’s death prior to the payment of all of the retirement payments determined under this Section 6.4(d), the balance of the payments shall be made to the Executive’s surviving spouse, if any, or to any other beneficiary named by the Executive in writing.
(4) Any remaining retirement payments shall immediately cease in the event the Executive works for a competitor (as determined by the Committee following completion Company in its sole discretion), becomes employed by any other employer without the prior written consent of the performance year Company, or violates any of his Continuing Obligations. Notwithstanding the foregoing, with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company in a capacity in which the economic value of his total compensation is comparable to his total compensation while employed by the Company, and paid at receive retirement benefits which are reduced proportionately by the time specified compensation received by the Executive in the applicable plannew position. Also with the prior written consent of the Company, the Executive may be employed by an entity which is not deemed by the Company to be in competition with the Company, in a capacity in which his total compensation is materially less than his total compensation while employed by the Company, in which case there would be no reduction in retirement benefits.
(e) The Executive shall continue to vest in his PARSAP awards, if any, until they become fully vested, and shall continue to vest in and be able to exercise his stock options, if any, through their terms, as if the Executive’s employment had not terminated, provided that (i) the Executive’s unvested PARSAP awards and stock options shall be reduced by five percent (5%) for each year less than a combined total of sixty-three (63) (age and years of service), multiplied by a fraction and (ii) the numerator of which is the number of days Executive was employed shall forfeit his outstanding PARSAP awards and stock options in the year event that he violates any of termination and the denominator applicable provisions of which is Article 10, or becomes employed by any other employer without the total number prior consent of days in the year of termination;Company.
(iiif) The vesting Executive shall continue to be covered under the Company’s directors’ and exercisability officers’ liability insurance, if any, to the extent such coverage is commercially feasible, and under his separate Indemnification Agreement with the Company, as if the Executive’s employment had not terminated, for a period of stock options held ten (10) years following his Date of Termination.
(g) All other obligations of the Company and rights of the Executive hereunder shall terminate effective as of the Date of Termination; provided, however, that except as otherwise specifically modified by Executive at termination and all other the terms of such options this Agreement the Executive’s rights under the Compensation Plans and Welfare Plans shall be governed by the plans terms and programs provisions of these Plans and are not necessarily severed on the agreements Date of Termination. In addition, the Executive shall continue to be eligible to make deferrals under the Company’s Executive Deferred Compensation Plan, and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);under the Company’s Long-Term Incentive Plan, in accordance with the terms of those Plans.
(ivh) All restricted stock The payments and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements benefits provided under this Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive 6.4 shall be in compliance with lieu of any payments to which the conditions set forth Executive may have otherwise been entitled under the terms of Section 6.3 or 6.5, and vice versa. However, if a Change in Section 10Control occurs, the Bank shall pay payment of any retirement cash payments remaining to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage be paid under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount this Section 6.4 shall be calculated by an actuary selected by the Bank accelerated and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of one lump sum paymentspayment within a reasonable period of time following the Change in Control.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time The Executive’s employment terminates due to Retirement, under this Agreement shall terminate upon the Term will terminate, all obligations date of the Bank and Executive’s retirement, which date (hereinafter referred to as the “Retirement Date”) shall be the earlier to occur of (i) December 31 of the year in which the Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirementattains age 65, and (ii) the Bank will pay date on which the Executive at voluntarily terminates his employment upon satisfaction of the time specified in Section 6(d)requirements for early retirement under the Employer’s retirement plans. In the event of the Executive’s retirement, and (i) the Executive will shall be entitled to receive, receive all earned but unpaid Base Salary through the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
Retirement Date; (ii) In lieu of any annual incentive compensation under Section 4(b) the Employer shall pay to the Executive, at the same time as bonus payments for the year in which Executive’s employment terminatedthe Retirement Date occurs would otherwise be made under the Stakeholders Plan, subject to any postponement of such payment that may be required by Section 15, a lump sum amount prorated bonus for such year equal to the portion amount of annual incentive compensation that the bonus the Executive would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year received if his employment he had not terminated, based been employed throughout such year; prorated on performance actually achieved in that year (determined by the Committee following completion a daily basis as of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
Retirement Date; (iii) The vesting and exercisability of all stock options held by and restricted stock awards granted to the Executive at termination and all outstanding as of the date the Retirement Date (other than those under which vesting is performance-based or is dependent upon the satisfaction of conditions other than continued employment) shall become immediately and fully vested; and (iv) the Executive shall receive such retirement and other benefits as he is entitled to receive under, and in accordance with, the terms of the Employer’s retirement and other benefit plans. Notwithstanding the foregoing, no such options accelerated vesting provided for in clause (iii) above shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (permitted if it would cause an option or restricted stock award that is not otherwise subject to Section 10(f) hereof);
(iv) All 409A to become subject to Section 409A or if it would cause an option or restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive award that is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.Section 409A to violate Section 409A.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 Upon Executive's Retirement (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(das defined below), and Executive will shall be entitled to receive, the followingand his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executive’s Compensation Accrued at Termination (as defined 's employment, which shall be paid in Section 8(c))a single lump sum not later than 15 days following Executive's termination of employment;
(ii) In lieu of any pro rata annual incentive compensation under Section 4(b) award for the year in which Executive’s employment terminated, termination occurs (unless the Executive is at the time of such Retirement a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awardsofficer employee under Section 3(a), in which case Section 3(a) for that year if his employment had not terminatedwill control), based on performance actually achieved in that year (determined by valuation at the Committee following completion end of the performance such year and paid at the time specified payable in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed cash lump sum promptly (but in the year of termination and the denominator of which is the total number of days in the year of terminationno event later than 15 days) thereafter;
(iii) The continued vesting and exercisability of stock options held by (as if Executive at termination and all other terms of such options shall be governed remained employed by the plans and programs and Company) of any restricted stock or deferred stock awards outstanding at the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)time of his termination of employment;
(iv) All restricted stock and deferred stock awards, including continued vesting (as if Executive remained employed by the Company) of all outstanding stock plan awardsoptions granted after the Effective Date and the right to exercise such stock options for the remainder of the exercise period; and continued vesting of all outstanding options granted prior to the Effective Date and the right to exercise such stock options for a period of one year following the later of the date the options are fully vested or the Executive's termination of employment (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company), all other or for the remainder of the exercise period, if less;
(v) pro rata payment (based on actual service to the date of Retirement) of any long-term incentive awards previously granted to Executive and then outstanding (unless the Executive is at the time of such Retirement a non-officer employee under Section 3(a), in which case Section 3(a) will control), with such pro rata payment based on valuation at the end of the applicable performance period(s), and continued service vesting (as if Executive remained employed by the Company) in all such outstanding awards, and all deferral arrangements under Section 5(dwith such awards to be payable in lump sum in cash or the Company's common stock (with or without restrictions) promptly (but in no event later than 15 days) after the latter of the scheduled payment or vesting date for each such award;
(vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be governed by paid in a single lump sum not later than 15 days following Executive's termination of employment;
(vii) settlement of all deferred compensation arrangements in accordance with Executive's duly executed Deferral Election Forms and the plan documents (unless Executive has previously and appropriately elected not to have such settlement at such time;
(viii) continued participation in all medical, health and life insurance plans at the same benefit and participation level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, PROVIDED THAT the Company shall bear the cost of such insurance until Executive's 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and programs under which the awards were granted of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or governing the deferralbenefit-by-benefit, and all rights under the SERP and any other benefit plan shall be governed by such plansbasis); and
PROVIDED THAT (v1) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health precluded from continuing his participation in any employee benefit plan or program as provided in this clause (the “Health Plan”viii) or Medicare and provided that Executive of this Section 11(f), he shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount receive cash payments equal on an after-tax basis to the present value cost to him of obtaining the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been benefits provided under the Health Plan immediately prior plan or program in which he is unable to Executive’s Retirementparticipate for the period specified in this clause (viii) from of this Section 11(f), (2) such cost shall be deemed to be the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had lowest cost that would be incurred by Executive remained employed by the Bank during in obtaining such periodbenefit himself on an individual basis, calculated on the assumption that the cost and (3) payment of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount amounts shall be calculated by an actuary selected by the Bank made quarterly in advance;
(ix) other or additional benefits then due or earned in accordance with applicable plans and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis programs of the discount rate set forth in Company (including without limitation the Bank’s qualified retirement plan for benefits payable under the determination of lump sum paymentsSERP and the Split Dollar Agreement or its equivalent).
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). Executive’s termination of employment upon expiration of the Term on December 31, 2006 (or December 31, 2007 in the event of an extension of the Term as provided in Section 2) shall be deemed a Retirement hereunder. At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP SERPS and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Bank shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank shall make a good faith effort to obtain insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Bank’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of Social Security retirement age, within the meaning of Section 216(l) of the Social Security Act, as the same may be amended (“Social Security Retirement Age”). In the event that the Bank determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in his sole discretion, that any such insured coverage offered by the Bank is not substantially comparable to such COBRA continuation coverage, the Bank shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Bank’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such periodage, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock Stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsplan.
Appears in 1 contract
Retirement. If the Executive may elect to terminate employment hereunder by retirement retires with at or least 15 years of service and after having attained age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement59, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) the Company shall pay to the Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
, within thirty business days after the Date of Termination, any earned but unpaid Annual Base Salary, (ii) In lieu the Company shall pay to the Executive, within seventy-five days following the end of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminatedthe Date of Termination occurs, a lump sum amount equal to prorated Annual Bonus based on (A) the portion of annual incentive compensation actual Annual Bonus that the Executive would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed earned in the year in which the Date of termination Termination occurs but for such retirement and (B) the denominator fraction of which is the total number of days in the year of termination;
the Executive was employed, (iii) The vesting and exercisability of stock options held by the Executive shall receive applicable retiree benefits, if any, provided at termination and all other terms of such options shall be governed time by the plans and programs and Company to retirees or as the agreements and other documents pursuant to which Company shall determine (it being agreed by the parties, for the avoidance of doubt, that such options were granted (subject to Section 10(fretiree benefits shall include without limitation the benefits set forth in subsection 5(a)(iv) hereofabove);
, (iv) All restricted stock and deferred stock awardsthe Executive’s outstanding equity-based awards shall continue to vest in accordance with their terms, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementthe Executive’s stock options shall remain exercisable until the earlier of the third anniversary of the Date of Termination or the last day of the option term thereof, if Executive is not eligible for retiree coverage under and (vi) with respect to any other outstanding equity incentives provided to the Bank’s health plan (Executive, the “Health Plan”) or Medicare and provided that Committee shall determine the appropriate treatment thereof. The Executive shall only be in compliance with deemed to have retired for purposes of this Agreement if he has satisfied the conditions set forth in this Section 105(e) and the Executive specifies in the Notice of Termination that the termination is due to retirement. For avoidance of doubt, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject entitled to reduction receive benefits pursuant to this Section 5(e) if he receives benefits under Section 5(a), (b), (c) or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments(d).
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Upon Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(dRetirement (as defined below), and Executive will shall be entitled to receive, the followingand his sole remedies under this Agreement shall be:
(i) Base Salary through the date of termination of Executives employment, which shall be paid in a single lump sum not later than 15 days following Executive’s Compensation Accrued at Termination (as defined in Section 8(c))termination of employment;
(ii) In lieu of any pro rata annual incentive compensation under Section 4(b) award for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminatedtermination occurs, based on performance actually achieved in that year (determined by valuation at the Committee following completion end of the performance such year and paid at the time specified payable in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed cash lump sum promptly (but in the year of termination and the denominator of which is the total number of days in the year of termination;no event later than 15 days) thereafter:
(iii) The continued vesting and exercisability of stock options held by (as if Executive at termination and all other terms of such options shall be governed remained employed by the plans and programs and Company) of any restricted stock or deferred stock awards outstanding at the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)time of his termination of employment;
(iv) All restricted stock and deferred stock awards, including continued vesting (as if Executive remained employed by the Company) of all outstanding stock plan awardsoptions granted after the Effective Date and the right to exercise such stock options for the remainder of the exercise period; and continued vesting of all outstanding options granted prior to the Effective Date and the right to exercise such stock options for a period of one year following the later of the date the options are fully vested or Executive’s termination of employment (or such longer period as may be provided in stock options granted to other similarly situated executive officers of the Company), or for the remainder of the exercise period, if less;
(v) continued vesting (as if Executive remained employed by the Company) of all other outstanding long-term incentive awardsawards and payment of such awards based on valuation at the end of the applicable performance periods, and all deferral arrangements under Section 5(dpayable in a lump sum in cash or the Company’s common stock (with or without restrictions) promptly (but in no event later than 15 days) thereafter;
(vi) the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be governed by paid in a single lump sum not later than 15 days following Executive’s termination of employment;
(vii) settlement of all deferred compensation arrangements in accordance with Executive’s duly executed Deferral Election Forms (unless Executive has previously and appropriately elected not to have such settlement at such time);
(viii) continued participation in all medical, health and life insurance plans at the same benefit level at which he was participating on the date of the termination of his employment until the earlier of:
(A) the date upon which Executive attains 65 years of age, provided that the Company shall bear the cost of such insurance until Executive’s 60th birthday only; thereafter Executive shall reimburse the Company for the cost of such insurance; or
(B) the date, or dates, he receives substantially equivalent coverage and benefits under the plans and programs under which the awards were granted of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage, or governing the deferralbenefit-by-benefit, and all rights under the SERP and any other benefit plan shall be governed by such plansbasis); and
provided that (v1) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health precluded from continuing his participation in any employee benefit plan or program as provided in this clause (the “Health Plan”viii) or Medicare and provided that Executive of this Section 10(f), he shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount receive cash payments equal on an after-tax basis to The cost to him of obtaining the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been benefits provided under the Health Plan immediately prior plan or program in which he is unable to Executive’s Retirementparticipate for the period specified in this clause (viii) from of this Section 10(f), (2) such cost shall be deemed to be the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had lowest cost that would be incurred by Executive remained employed by the Bank during in obtaining such periodbenefit himself on an individual basis, calculated on the assumption that the cost and (3) payment of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount amounts shall be calculated by an actuary selected by the Bank made quarterly in advance: and
(ix) other or additional benefits then due or earned in accordance with applicable plans and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis programs of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsCompany.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 or at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options and stock appreciation rights held by Executive at termination and all other terms of such options and stock appreciation rights shall be governed by the plans and programs and the agreements and other documents pursuant to which such options and stock appreciation rights were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementplan, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred as modified by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentsAgreement.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 65, or at such earlier age as may be approved by the Board, with at least 30 years of service with the Company or its predecessors (in either case, “Retirement”)) upon at least 30 days written notice to the Company. At the time Executive’s 's employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s 's Compensation Accrued at Termination (as defined in Section 8(c8(d));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s 's employment terminated, a lump sum amount equal to the portion of annual incentive compensation that would have become payable Partial Year Bonus (as defined in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planSection 8(g), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination);
(iii) The vesting and exercisability A single severance payment in an amount equal to the sum of: (i) Executive's Base Salary plus (ii) the average of stock options the Annual Incentives (as defined in Section 8(a)) for the prior five (5) calendar years;
(iv) All equity awards (or portions thereof) held by Executive at termination and that vest based on time (not based on performance) shall be fully vested and, except as otherwise provided herein, all other terms of such options awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such options awards were granted (subject to the terms of this Agreement including Section 10(f11(g) hereof);; and
(ivv) All restricted stock and deferred stock awardsother rights under any other compensatory or benefit plan, including outstanding stock plan awards, all other long-term incentive awards, and all any deferral arrangements under Section 5(d5(c), shall be governed by the plans and programs under which the awards were granted or governing the deferralsuch plan. In addition, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirementat Company's expense, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependentsdependent children shall be entitled to continuation of health insurance coverage (i.e., if anymedical, for whom coverage had been provided dental and vision) under the Health Plan immediately prior to Executive’s RetirementCompany's health plan(s) from in which Executive was participating on the date of termination or if such plan(s) have been terminated, in the plan(s) in which senior executives of the Company participate for a period of three (3) years after the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s 's Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At If the time Executive’s employment by the Company terminates due to Retirement, on or after the Term will terminate, all obligations Expiration Date as a result of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after Executive’s death or Disability, a termination of employment due to Retirementby the Company without Cause, and or as a result of the Bank will pay Executive at the time specified in Executive’s Retirement under Section 6(d), and Executive will be entitled to receive7(g) of this Agreement, the followingCompany shall pay to the Executive:
(i) Executive’s Compensation any Accrued at Termination (as defined in Section 8(c))Amounts;
(ii) In lieu a pro-rata portion of any annual incentive compensation under Section 4(b) the Executive’s Bonus for the performance year in which the Executive’s employment terminatedtermination occurs, a lump sum amount equal which shall be paid at the time that annual Bonuses are paid to other senior executives, but in any event within seventy-four (74) days after the portion conclusion of annual incentive compensation that would have become payable in cash the Fiscal Year to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year which such Bonus relates (determined by multiplying the Committee following completion amount the Executive would have received based upon actual performance had employment continued through the end of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction fraction, the numerator of which is the number of days Executive was employed in during the performance year of termination that the Executive is employed by the Company and the denominator of which is the total number of days in the year of termination;365); and
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof8(e);
(iv) All , as to each stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company that is outstanding and deferred stock awardsotherwise unvested on the Severance Date, including outstanding stock plan awardsand notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, all other longtime and service-term incentive awardsbased vesting conditions applicable to the award shall be deemed fully satisfied as of the Severance Date, and all deferral arrangements under to the extent the award is subject to any performance-based condition, the award shall be held open until the end of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreement. Subject to Section 5(d8(e), each stock option granted to the Executive by the Company, to the extent vested and outstanding as of the Severance Date (including the portion that becomes vested pursuant to this Section 8(f)(iii)), shall be governed by remain outstanding until the plans and programs earlier of the first anniversary of the Severance Date, the expiration of the ten (10) year term of the option, or the termination of the option pursuant to Section 17 of the Equity Plan (or similar provision of any successor equity plan under which the awards were granted or governing award was granted). In addition, the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance considered to have “retired” for purposes of any plans, programs, agreements or arrangements with the conditions set forth in Section 10Company or its affiliates, the Bank shall pay to Executive a lump sum amount equal on an after-tax basis to the present value of the total cost of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of meeting any coverage additional requirements for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate “Retirement” set forth in the Bank’s qualified retirement plan award agreement for any equity-based awards granted to the determination of lump sum paymentsExecutive under the Equity Plan.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (“in either case, Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his her employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP EXPP and any other benefit plan shall be governed by such plans; andplan subject to, in the case of the EXPP, Section 5(b)(iv) of this Agreement, pursuant to which Prior Service that was credited under the EXPP as of Executive’s Retirement shall be fully reflected.
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the BankCompany’s health plan Health Plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Company shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank Company shall make a good faith effort to obtain insured coverage for Executive (and her spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Company’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of age 65. In the event that the Company determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and her spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in her sole discretion, that any such insured coverage offered by the Company is not substantially comparable to such COBRA continuation coverage, the Company shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Company’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank Company on behalf of Executive (and his her spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period65, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an the actuary selected by for the Bank Health Plan and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this SectionSection 6(a)(v), present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan EXPP for the determination of lump sum payments.
Appears in 1 contract
Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 (“Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his her employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);
(iv) All restricted stock and deferred stock awards, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans; and
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Bank shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank shall make a good faith effort to obtain insured coverage for Executive (and her spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Bank’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of Social Security retirement age, within the meaning of Section 216(l) of the Social Security Act, as the same may be amended (“Social Security Retirement Age”). In the event that the Bank determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and her spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in her sole discretion, that any such insured coverage offered by the Bank is not substantially comparable to such COBRA continuation coverage, the Bank shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Bank’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his her spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such periodage, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum payments.
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Retirement. Executive may elect to terminate employment hereunder by retirement at or after age 60 55 or, upon the request of Executive, at such earlier age as may be approved by the Board (in either case, “Retirement”). At the time Executive’s employment terminates due to Retirement, the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and the Bank Company will pay Executive at the time specified in Section 6(d)Executive, and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminated, a lump sum an amount equal to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock PERS or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion of the performance year and paid at the time specified in the applicable planyear), multiplied by a fraction the numerator of which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof);; and
(iv) All restricted stock and deferred stock awards, including outstanding stock plan PERS awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP EXPP, USERP and any other benefit plan shall be governed by such plans; andplan subject to, in the case of the EXPP and USERP, Section 5(b) hereof including without limitation that Additional Service Credits that were credited as of Executive’s Retirement as provided in Section 5(b)(iv) of this Agreement shall be fully reflected.
(v) Upon Retirement, if If Executive is shall not be eligible upon Retirement for retiree coverage under the BankCompany’s health plan Health Plan (the “Health Plan”) or Medicare and Executive elects in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”) continued coverage under the Health Plan in accordance with the applicable provisions of COBRA, the Company shall pay to Executive on a monthly basis during such COBRA continuation period an amount equal on an after-tax basis to the total cost of such coverage. Prior to the expiration of the maximum COBRA continuation period available to Executive, provided that Executive theretofore shall be in compliance have complied with the conditions set forth in Section 10, the Bank Company shall make a good faith effort to obtain insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) that is substantially comparable to such COBRA continuation coverage, which insured coverage shall begin on the date of expiration of Executive’s COBRA continuation period and continue until the earliest of: (1) Executive’s eligibility for medical coverage under the Company’s Health Plan, as a retiree or active employee, (2) Executive’s eligibility for medical coverage under a plan maintained by a subsequent employer or other entity to which Executive provides services, (3) Executive’s eligibility for Medicare, or (4) Executive’s attainment of age 65. In the event that the Company determines, in its sole discretion, that it is unable to obtain such insured coverage for Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided during the COBRA continuation period) or in the event that Executive determines, in his sole discretion, that any such insured coverage offered by the Company is not substantially comparable to such COBRA continuation coverage, the Company shall pay to Executive, provided that Executive shall not have become eligible for medical coverage under (1) the Company’s Health Plan, as a retiree or active employee, (2) a plan maintained by a subsequent employer or other entity to which Executive provides services, or (3) Medicare and, provided further, that Executive theretofore shall have complied with the conditions set forth in Section 10, a lump sum amount equal on an after-tax basis to the present value of the total cost of retiree medical coverage under the Health Plan that would have been incurred by both Executive and the Bank Company on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been provided under during the Health Plan immediately prior to Executive’s RetirementCOBRA continuation period) if Executive (and such spouse and dependents, if any) had been eligible for such retiree medical coverage from the date end of Executive’s Retirement COBRA continuation period until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period65, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirementin which such lump sum is paid. Such lump sum amount shall be calculated by an the actuary selected by for the Bank Health Plan and paid in cash at as soon as administratively practicable following the time specified in Section 6(d). Such amount expiration of Executive’s COBRA continuation period and shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this SectionSection 6(a)(v), present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan EXPP for the determination of lump sum payments.
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Retirement. Executive may elect to terminate In the event the Executive’s employment hereunder by retirement terminates due to Retirement:
(i) Accrued Obligations as of the Date of Retirement shall be payable in full;
(ii) the Company shall pay to the Executive, at or after age 60 the same time as bonus payments for the year of Retirement would otherwise be made under the Bonus Plan, a prorated bonus for the year of Retirement only equal to the Cash Bonus Amount of the bonus award the Executive would have received if he had been employed throughout the bonus year and had received the same performance rating as he received for the preceding year, prorated on a daily basis as of the Date of Retirement;
(“Retirement”)iii) stock options, restricted stock and other Awards under the Long-Term Plan shall vest and be exercisable as provided in the Long-Term Plan and the applicable award agreement. At The award agreement for any Award of performance accelerated restricted stock granted during the time Term shall provide that, notwithstanding any other provision therein, (A) if the Executive’s employment terminates due to RetirementRetirement prior to age 65, then to the extent such shares have not previously been earned, the Term will terminate, all obligations restrictions shall lapse as to 14% of the Bank original number of shares granted for each completed year of service subsequent to the date of grant and Executive under Sections 1 through 5 of this Agreement will immediately cease except for obligations which expressly continue after termination of employment due to Retirement, and (B) if the Bank will pay Executive at the time specified in Section 6(d), and Executive will be entitled to receive, the following:
(i) Executive’s Compensation Accrued at Termination (as defined in Section 8(c));
(ii) In lieu of any annual incentive compensation under Section 4(b) for the year in which Executive’s employment terminatedterminates for any reason at or after attainment of age 65, a lump sum amount equal the restrictions shall lapse as to the portion of annual incentive compensation that would have become payable in cash to Executive (i.e., excluding the portion payable in stock or in other non-cash awards) for that year if his employment had not terminated, based on performance actually achieved in that year (determined by the Committee following completion 100% of the performance year and paid at the time specified in the applicable plan), multiplied by a fraction the numerator of shares granted which is the number of days Executive was employed in the year of termination and the denominator of which is the total number of days in the year of termination;
(iii) The vesting and exercisability of stock options held by Executive at termination and all other terms of such options shall be governed by the plans and programs and the agreements and other documents pursuant to which such options were granted (subject to Section 10(f) hereof)have not previously been earned;
(iv) All restricted stock the Executive shall receive such retirement and deferred stock awardsother benefits as he is entitled to receive under the terms of the Companies’ retirement and other benefit plans, including outstanding stock plan awards, all other long-term incentive awards, and all deferral arrangements under Section 5(d), shall be governed by the plans and programs under which the awards were granted or governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans8 hereof; and
(v) Upon Retirement, if Executive is not eligible for retiree coverage under the Bank’s health plan (the “Health Plan”) or Medicare and provided that Executive shall be in compliance with the conditions set forth in Section 10, the Bank shall pay to Executive a lump sum amount equal on an afterreceive post-tax basis to the present value Retirement perquisites which are not less than those which as of the total cost time of medical coverage under the Health Plan that would have been incurred by both Executive and the Bank on behalf of Executive (and his spouse and eligible dependents, if any, for whom coverage had been Retirement are customarily provided under the Health Plan immediately prior to Executive’s Retirement) from the date of Executive’s Retirement until Executive’s attainment of Social Security retirement age had Executive remained employed by the Bank during such period, calculated on the assumption that the cost of such coverage would remain unchanged from that in effect for the year of Executive’s Retirement. Such lump sum amount shall be calculated by an actuary selected by the Bank and paid in cash at the time specified in Section 6(d). Such amount shall not be subject to reduction or forfeiture by reason of any coverage for which Executive may thereafter become eligible by reason of subsequent employment or otherwise. For purposes of this Section, present value shall be calculated on the basis of the discount rate set forth in the Bank’s qualified retirement plan for the determination of lump sum paymentssimilarly situated retired executives.
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