Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)). (a) In the event of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b). (b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage. (c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement (d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder. (e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants. (f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil AMD for ------------------- any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued but unpaid to the date of your termination of employment; employment and your benefits will be continued under Intersil’s AMD's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares options. You also will not be entitled to any Retirement Benefit Amount, provided that upon your Voluntary Termination following your attainment of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, age 55 you will be: (i) be entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full lump sum payment of the premiums Retirement Benefit Amount otherwise payable to you at age 57, together with any additional payments for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare federal or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the state income or employment taxes payable due on such Retirement Benefit Amount in full satisfaction of all obligations of AMD pursuant to the payment Section 5 of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragethis agreement.
(ci) Subject to your compliance with Sections 10 and 11, in In the event of your Termination for Death or Disabilitywithout Cause within three years of the Commencement Date, you (or your beneficiary, as applicable) will be: (i) be entitled to (A) a single lump sum severance payment equal 12 months to one year of your Base Salary payable current annual base salary (less applicable deductions and withholdings), (B) acceleration of the vesting and exercisability of that portion of your Initial Option that would have become vested within 30 days after twelve months following your termination and (C) a lump sum payment of the Retirement Benefit Amount (regardless of your age on date of your Termination termination), otherwise payable to you at age 57, together with any additional payments for Death federal and state income or Disability; employment taxes on such Retirement Benefit Amount in full satisfaction of all obligations of AMD pursuant to Section 5 of this agreement.
(ii) In the event of your Specific Constructive Termination, you will be entitled to (A) a single lump sum severance payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year two years of your Termination for Death or Disability divided by 365current annual base salary (less applicable deductions and withholdings), (B) acceleration of the vesting and exercisability of that portion of your Target Bonus Initial Option that would have become vested within twenty-four months following notification that you will not become Chief Executive Officer of AMD, and (C) a lump sum payment of the Retirement Benefit Amount (regardless of your age on date of termination), otherwise payable to you at age 57, together with any additional payments for the year of Termination for Death federal and state income or Disability, without regard to employment taxes on such Retirement Benefit Amount in full satisfaction of any target performance objectives, payable within 30 days following your termination; all obligations of AMD pursuant to Section 5 of this agreement.
(iii) with respect In the event of your Constructive Termination or Termination without Cause in each case following a Change in Control, you will be entitled to options or DSUs granted to you by Intersil, a (A) granted single lump sum severance payment equal to the sum of (x) three years current annual base salary and (y) the average of your two highest bonuses in the five years preceding your termination of employment (less applicable deductions and withholdings), (B) full acceleration of the vesting on all and exercisability of your Converted Initial Option and any Additional Options, and (BC) immediately credited with additional vesting service credit for a lump sum payment of the twelve-month period commencing Retirement Benefit Amount (regardless of your age on the date of your Termination termination), otherwise payable to you at age 57, together with any additional payments for Death federal and state income or Disability with respect employment taxes on such Retirement Benefit Amount in full satisfaction of all obligations of AMD pursuant to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect Section 5 of this agreement. For purposes of this Section 9(b)(iii), "Constructive Termination" shall mean a resignation by you due to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to any diminution or adverse change in the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date circumstances of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be employment as determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable good faith by you, including including, without limitation any Excise Tax) that you would receive with respect to such payments limitation, your reporting relationships, job description, duties, responsibilities, compensation, prerequisites, office or benefits does not exceed the net after-tax amount you would receive if the amount location of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsemployment.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to Under certain circumstances and conditioned upon your compliance with Sections 10 execution of a release and 11waiver of claims against the Company, under certain circumstancesits officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)stock options.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: be entitled to (i) entitled a single lump sum severance payment equal to continuance eighteen (18) months of your Base Salary for a period of two years current annual base salary (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practiceswithin 30 days after the effective date of your termination; (ii) entitled to the a payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that Target Bonus you would have vested over earned pursuant to Section 3(a) above during the eighteen (18) month months following your termination if you had achieved 100% of the Target (less applicable deductions and withholdings) payable within 30 days after the effective date of your termination; (iii) immediate acceleration of the vesting and exercisability of the Option by that portion of the shares subject to the Option that would have vested and become exercisable in the eighteen (18) full calendar months following the effective date of such termination; and (iv) a one (1) year period commencing on following the effective date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) which to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) Option to the extent applicable performance levels are achieved, entitled to vesting that the Option had vested as of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the effective date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by termination, including the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation portion of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible Option that has accelerated in vesting pursuant to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragethis Section 8(b)(iii).
(c) Subject to your compliance with Sections 10 and 11, in In the event of your Termination for Death or Total Disability, you the vesting and exercisability of the Option shall be immediately accelerated by that portion of the shares subject to the Option that would have vested and become exercisable during the twelve (or your beneficiary, as applicable12) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after following the date of such termination; and you or your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on estate will have until one year after the number of days you were employed by Intersil during the calendar year effective date of your Termination for Death death or Disability divided by 365) disability to exercise the Option to the extent that it was vested as of your Target Bonus for the year effective date of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersilprovided, (A) granted full however, that in the event that applicable provisions of the Intuit Inc. 1993 Equity Incentive Plan provide for additional acceleration of vesting on all of your Converted Optionsor a longer exercisability period, and (B) immediately credited with additional vesting service credit for such provisions will govern the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term treatment of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreementOption.
(d) If any payments due under your severance and other benefits provided for in this Section 7 or otherwise would subject you to any penalty tax imposed under 8 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Internal Revenue Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fe) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. Upon termination of your employment with Intersil In exchange for any reason during the Term of Employmentmutual covenants set forth in this Agreement, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long non-revocation of this Agreement (as provided under defined in Section 7, herein), the terms of such plans and policies and as required by applicable law. Subject Company agrees to your compliance provide you with Sections 10 and 11, under certain circumstances, you will also be entitled the following: (a) Payment equivalent to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination nine (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended 9) months (the “Severance Benefits AgreementPeriod”) of your gross base salary, and your annual target bonus prorated through your Separation Date, less all applicable federal, state, local and other employment-related deductions (the “Separation Pay”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event . The salary portion of your Voluntary Termination or Termination for Cause during Separation Pay will be paid in accordance with the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).Company’s
(b) Subject to your compliance with Sections 10 By law, and 11, in the event regardless of your Involuntary Termination or Termination without Cause during the Term of Employmentwhether you sign this Agreement, you will be: (i) entitled have the right to continuance of continue your Base Salary for a period of two years (less applicable deductions medical, dental and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled vision insurance pursuant to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each provisions of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives Consolidated Omnibus Budget Reconciliation Act of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 1985 (“Post-2005 AwardsCOBRA”), entitled . The COBRA qualifying event shall be deemed to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing occurred on the date Separation Date. Upon completion of the appropriate COBRA forms and your termination execution of this Agreement, and subject to all the requirements of COBRA, you (but and your covered dependents, if applicable) will be allowed to continue participation in no event shall any such award the Company’s health, dental and vision insurance plans. The Company will continue to pay its portion of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable the premium costs of coverage through the Severance Period in accordance with the terms of your Offer Letter (the Company’s payment of such grants, (B) between the commencement date portion of the Prior Agreement and the December 31premium costs, 2005 (“Prior Agreement AwardsSeparation Benefits”). If eligible, entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or after the remaining term expiration of the applicable award grant if shorter than 24 months) Severance Period you may continue to exercise participate in the Company’s health, dental and vision insurance plans by paying the full COBRA premium for such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term coverage. All other employee benefits shall cease as of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverageSeparation Date.
(c) Subject to On your compliance with Sections 10 and 11, in the event of your Termination for Death or DisabilitySeparation Date, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil become fully vested in any and all equity awards that would have vested during the calendar year twelve (12) month period from your Separation Date (“Equity Acceleration”). You acknowledge and agree that you will only receive the Equity Acceleration in exchange for your execution of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disabilitythis Agreement. The Separation Pay, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted OptionsSeparation Benefits, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect Equity Acceleration shall hereinafter be referred to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise TaxConsideration.”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Separation and Release Agreement (Theseus Pharmaceuticals, Inc.)
Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 9 and 1110, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Amended and Restated Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002as of even date herewith, as amended (the “Severance Benefits Agreement”), which benefits shall be in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, PDSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)benefits.
(b) Subject to your compliance with Sections 10 9 and 1110, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to four payments, each in the payment amount of onefifty-half five percent (55%) of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to Base Salary, payable within 30 days after each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives first two March 1 and September 1 dates following your termination of Intersil; employment, (iii) with respect to your stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”other than PDSUs), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards awards being exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) with respect to the extent applicable performance levels are achievedPDSUs, entitled to vesting of a pro-rated number of unvested Performance Shares PDSUs with the number of shares payable to you with respect to a particular PDSU grant being determined using Intersil’s financial performance relative to its peer group (pro-rated or such other measure of Company performance that may be specified by the Compensation Committee for a particular PDSU grant) as measured for the period beginning January 1 of the calendar year in which such PDSU was granted and ending on the last day of the fiscal quarter immediately preceding the date on which your Involuntary Termination or Termination without Cause occurred (prorated based on the number of days you were employed by Intersil that have passed from the Effective Date date the PDSUs were granted to you until the date of your Involuntary Termination or Termination for without Cause (not to exceed 1,095 1095 days) divided by the entire performance period (i.e., 1095 1,095 days for a three-year period)); (v) entitled eligible to continuation of the convert your and your covered dependents’ life insurance coverage to individual policies and Intersil shall reimburse you have on for the applicable premium(s) paid by you with respect to such policies until the earlier of (a) the date on which your Term of Employment ends and (b) the one year anniversary of your termination for the remainder of the Term of Employment, and date; (vi) if you qualify, eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives employees participate upon your termination hereunder (the “Retiree Medical Plan”) upon your termination (in accordance with its terms upon your termination terms, as may be in effect from time to time) and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your or your spouse’s premiums under the Retiree Medical Plan when you or your spouse, as applicable, become eligible for Medicare or become covered under another employer’s medical plan. You plan (you agree to immediately notify Intersil if you or your spouse become eligible for Medicare or covered by another employer’s medical plan; and (vii) eligible to continue, at Intersil’s expense (through reimbursement or otherwise), your medical benefits providing for coverage or payment in the event of your (or your covered dependents’) illness that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefit plan or program maintained by Intersil for a period of one (1) year following your termination, if you do not qualify to participate in Intersil’s Retiree Medical Plan. You will not be reimbursed for the income income, employment or employment other taxes payable due incurred by you, your spouse or any of your covered dependents in connection with any of the benefits described in clauses (v), (vi) or (vii) above. Any payments scheduled to be provided pursuant to this Section 7(b) prior to the payment of 45th day following your premiums due under Involuntary Termination or Termination without Cause shall instead be paid in a lump sum on the Retiree Medical Plan or your continuation of life insurance coverage45th day following such termination and all payments scheduled to be made thereafter shall be made as regularly scheduled.
(c) Subject to your compliance with Sections 10 9 and 1110, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal to 12 months of your Base Salary payable within 30 days after on the date of 45th day following your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion Intersil Confidential (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of a payment of 110% of your Target Bonus for Base Salary payable on the year of 45th day following your Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards of your stock options and Post-2005 Awards DSUs (other than PDSUs) and (iv) with respect to Performance SharesPDSUs, entitled to vesting of a pro-rated number of unvested Performance Shares PDSUs with the number of shares payable to you with respect to a particular PDSU grant being determined using Intersil’s financial performance relative to its peer group (or such other measure of Company performance that may be specified by the extent Compensation Committee for a particular PDSU grant) as measured for the applicable performance levels are achieved period beginning on January 1 of the calendar year in which such PDSU was granted and ending on the last day of the fiscal quarter immediately preceding the date on which your Termination for Death or Disability occurred (prorated based on the number of days you were employed by Intersil that have passed from the Effective Date date the PDSUs were granted to you until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, stock options will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under Notwithstanding the terms foregoing, to the extent required to avoid the imposition of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed taxes under Section 409A of the Internal Revenue Code if such payments were made of 1986, as required aboveamended (the “Code”), then (a) the payments that cause the imposition payment described in clause (i) of such penalty tax this Section 7(c) shall be payable made in one equal installments over the 24-month period following your termination due to disability, (b) the payment described in clause (ii) of this Section 7(c) shall be made in four equal installments, on (or within 30 days after) the first two March 1 and September 1 following your termination due to disability and (c) any payments scheduled to be provided pursuant to this sentence prior to the 45th day following your termination due to disability shall instead be paid in a lump sum on the first 45th day which is at least six months after following such termination and all payments scheduled to be made thereafter shall be made as regularly scheduled in accordance with this sentence.
(d) Notwithstanding any other provision of this Employment Agreement to the date contrary, if you are a “specified employee” within the meaning of your separation of service as set forth in Section 409A of the Code and the regulations issued thereunder, and other official guidance thereunder.a payment or benefit provided for in this Employment Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after your “separation from service” (within the meaning of Code Section 409A), then such payment or benefit required under this Employment Agreement shall not be paid (or commence) during the six-month period immediately following your separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to you (with simple interest calculated thereon at LIBOR plus 50 basis points as of the date of such separation from service) in a lump-sum payment on the earlier of (i) the first business day of the seventh month following your separation from service or (ii) the 10th business day following your death. If your termination of employment hereunder does not constitute a “separation from service” within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of your employment and which are subject to Code Section 409A shall not be paid until you have experienced a “separation from service” within the meaning of Code Section 409A. Intersil Confidential
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only to the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil, provided however, that, to the extent necessary to comply with Section 409A of the Code, such forfeitures shall first apply against the latest scheduled cash payments, then to current cash payments and then to non-cash benefits. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset. Any reimbursement or payment of premiums or other costs by Intersil pursuant to this Section shall be made no later than the end of the calendar year following the calendar year in which the applicable premium or other cost is incurred by you.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil (a) If Executive is involuntarily terminated without Cause or resigns for any reason during the Term of EmploymentGood Reason (as each term is defined in Exhibit “A”) on or before December 31, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 112007, under certain circumstancesExecutive, you will also shall be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination within fourteen (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”)14) days of his/her termination, in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination other separation and/or severance payments or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).the following:
(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled a lump sum payment equal to continuance Executive’s accrued, but unpaid base salary through the date of your Base Salary for a period of two years (termination, less all applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; deductions;
(ii) entitled a lump sum payment equivalent to the payment of one-half of your full Target Bonus two (without regard to satisfaction of any target performance objectives2) with respect to each of the subsequent four semi-times Executive’s final annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; base salary, less all applicable deductions;
(iii) with respect a lump sum payment equivalent to stock options two (2) times Executive’s annual performance bonus target as approved by the Compensation and DSUs granted Benefits Committee for the year in which he/she is terminated, less all applicable deductions;
(iv) a Prorated Portion of any unvested Performance RSUs awarded to you by Intersil (A) Executive on or after 2006 (January 1, 2005, shall vest on the regularly scheduled vesting date, as provided in the grant agreement for such Performance RSUs, and will be subject to all restrictions regarding their sale or transfer as specified in the applicable grant agreement. For purposes of this Agreement, the term “Post-2005 Awards”Performance RSUs” shall mean restricted stock units awarded to Executive pursuant to a grant agreement specifying that the actual number of stock units to ultimately be awarded at the end of the performance period is contingent upon specified criteria related to EDS’ performance. For purposes of this subparagraph 1(a)(iv), entitled to acceleration the “Prorated Portion” shall be determined by multiplying the number of vesting in an amount equal to the amount Performance RSUs that would have otherwise vested over the eighteen (18) month period commencing on the scheduled vesting date following the completion of your termination the performance period if Executive had not previously separated from employment with EDS (but based on EDS’ achievement of the specified performance metrics for the applicable Performance RSUs, as provided in no event the applicable grant agreement) by a fraction, the numerator of which shall any such award be the number of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) complete months between the commencement date of the Prior Agreement performance period for the applicable Performance RSUs and Executive’s separation date, and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration denominator being the total number of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or in the remaining term of performance period for the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.RSUs;
Appears in 1 contract
Sources: Executive Severance Benefit Agreement (Electronic Data Systems Corp /De/)
Separation Benefits. Upon termination of your employment with Intersil PSI for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation earned but unused PTO accrued to the date of your termination of employment; and employment in addition to any payment that you are entitled to receive in respect of your Units. Your benefits will be continued under Intersil’s PSI's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)stock options.
(b) Subject to your compliance with Sections 10 and 11Section 9, in the event of your Involuntary Termination for Good Reason, Termination for Death or Disability or Termination without Cause during in a circumstance in which Section 7(c) is not applicable,
(i) at any time prior to the Term first anniversary of Employmentthe Commencement Date, you will be: (i) be entitled to continuance a severance payment equal to the sum of (x) your Base Salary annual base salary, (y) your MICP target bonus for a period fiscal 2005, and (z) the bonuses contemplated by Sections 3(b), 3(c) and 3(d) of two years (less applicable deductions this letter agreement, paid in 24 semi-monthly installments, plus 18 months of COBRA coverage, reimbursed by Peregrine, for medical, dental, and withholdings) payable vision insurance subject to the same coverage levels and employee contribution rates as in accordance with Intersil’s normal payroll practices; effect prior to termination, and
(ii) at any time after the first anniversary of the Commencement Date, you will be entitled to a severance payment equal to one times your annual base salary and MICP target bonus for the payment fiscal year in which the termination occurs, paid in 24 semi-monthly installments, plus 18 months of one-half COBRA coverage, reimbursed by Peregrine, for medical, dental, and vision insurance subject to the same coverage levels and employee contribution rates as in effect prior to termination. PSI may discontinue reimbursement of COBRA expenses if you obtain substantially equal coverage through another employer within 18 months following your full Target Bonus (without regard to satisfaction Termination. For purposes of any target performance objectives) with respect to each this letter agreement, the term "COBRA" shall mean the provisions of Section 4980B of the subsequent four semi-annual bonus payment periods payable at Internal Revenue Code of 1986, as amended (the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”"Code"), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date adopted as part of the Prior Agreement Consolidated Omnibus Budget Reconciliation Act, which allow former employees of an employer to continue to receive health and the December 31medical benefits, 2005 (“Prior Agreement Awards”)at their expense, entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year specified time period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11Section 9, in the event of your Termination for Death or Disabilitya Change of Control (as defined below), you (or your beneficiary, as applicable) will be: (i) be entitled to a single lump sum severance payment equal 12 months to two times your annual base salary plus an amount equal to two times your target annual bonus under the MICP for fiscal 2005 (or, if higher, your MICP target bonus at the effective date of your Base Salary payable the Change of Control), plus two times the three one-time bonus targets for fiscal 2005 specified in Section 3(b), (c) and (d), provided you do not have a Voluntary Termination within 30 90 days after the effective date of the Change of Control. Such payment, if payable, will be payable on the 91st day following the effective date of the Change of Control. In the event of your Termination termination by PSI or any successor corporation for Death or Disability; (ii) any reason within 12 months following the effective date of a Change of Control, you will only be entitled to a single lump sum the payment equal to a pro-rata portion set forth in this Subsection (based on the number c) (for purposes of days clarity, if you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365are paid under this Subsection (c) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to then you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, will not also be entitled to vesting of a pro-rated number of unvested Performance Shares any additional severance payment pursuant to the extent the applicable performance levels are achieved Subsection (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year periodb)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser A "Change of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.Control" means:
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to Under certain circumstances and conditioned upon your compliance with Sections 10 execution of a release and 11waiver of claims against the Company, under certain circumstancesits officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during Cause, conditioned upon your execution of a release and waiver of claims against the Term of EmploymentCompany, its officers and directors in a form acceptable to the Company, you will be: be entitled to (i) entitled a single lump sum severance payment equal to continuance eighteen (18) months of your Base Salary current annual base salary and one and one-half times your Target Bonus for a period of two years the then current fiscal year (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practiceswithin 30 days after the effective date of your termination (or six months after the effective date of your termination if required to avoid the additional tax and interest of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)); and (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each immediate acceleration of the subsequent four semi-annual bonus payment periods payable at vesting and exercisability of the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs option granted to you on January 3, 2003 (the “Option”) by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration that portion of vesting in an amount equal the shares subject to the amount Option that would have vested over and become exercisable in the eighteen (18) month period commencing on full calendar months following the effective date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragetermination.
(c) Subject to your compliance with Sections 10 and 11, in In the event of your Termination for Death or DisabilityFollowing a Change in Control, conditioned upon your execution of a release and waiver of claims against the Company, its officers and directors in a form acceptable to the Company, you (or your beneficiary, as applicable) will be: be entitled to (i) entitled to a single lump sum severance payment equal 12 to eighteen (18) months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a procurrent annual base salary and one and one-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of half times your Target Bonus for the then current fiscal year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, (less applicable deductions and withholdings) payable within 30 thirty (30) days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for after the twelve-month period commencing on the effective date of your Termination for Death termination (or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to six months after the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the effective date of your Termination for Death or Disability termination if required to avoid the additional tax and interest of Section 409A); and (not to exceed 1095 daysii) divided immediate acceleration of the vesting and exercisability of the Option by that portion of the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal shares subject to the lesser Option that would have vested and become exercisable in the eighteen (18) full calendar months following the effective date of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreementsuch termination.
(d) If any payments due under your severance benefits provided for in this Section 7 or otherwise would subject you to any penalty tax imposed under 10 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Internal Revenue Code, then your severance benefits under this Section 10 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fe) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to Under certain circumstances and conditioned upon your compliance with Sections 10 execution of a release and 11waiver of claims against the Company, under certain circumstancesits officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during Cause, conditioned upon your execution of a release and waiver of claims against the Term of EmploymentCompany, its officers and directors in a form acceptable to the Company, you will be: be entitled to (i) entitled a single lump sum severance payment equal to continuance eighteen (18) months of your Base Salary current annual base salary and one and one-half times your Target Bonus for a period of two years the then current fiscal year (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practiceswithin 30 days after the effective date of your termination; and (ii) entitled immediate acceleration of the vesting and exercisability of the Option by that portion of the shares subject to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount Option that would have vested over and become exercisable in the eighteen (18) month period commencing on full calendar months following the effective date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragetermination.
(c) Subject to your compliance with Sections 10 and 11, in In the event of your Termination for Death or DisabilityFollowing a Change in Control, conditioned upon your execution of a release and waiver of claims against the Company, its officers and directors in a form acceptable to the Company, you (or your beneficiary, as applicable) will be: be entitled to (i) entitled to a single lump sum severance payment equal 12 to eighteen (18) months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a procurrent annual base salary and one and one-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of half times your Target Bonus for the then current fiscal year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, (less applicable deductions and withholdings) payable within 30 thirty (30) days following after the effective date of your termination; and (iiiii) with respect to options or DSUs granted to you by Intersil, (A) granted full immediate acceleration of the vesting on all and exercisability of your Converted Options, the Option by that portion of the shares subject to the Option that would have vested and become exercisable in the eighteen (B18) immediately credited with additional vesting service credit for full calendar months following the twelve-month period commencing on the effective date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreementsuch termination.
(d) If any payments due under your severance benefits provided for in this Section 7 or otherwise would subject you to any penalty tax imposed under 9 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Internal Revenue Code, then your severance benefits under this Section 9 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fe) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. Upon Your employment with AIG continues to be at-will, and you may terminate your employment before the Transition Date. On any termination of your employment with Intersil for any reason during the Term employment, your separation from services and Board resignation as set forth in Section 1 of Employmentthis Letter Agreement will become effective and, you will receive payment for all unpaid salary and vacation accrued to provided that within 60 days after the date of your termination of employment; you have executed and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstancesdelivered a Final Release, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002the ESP, as in effect on the date hereof, payable upon a termination by AIG without Cause and your separation of service will be treated as a termination without Cause for purposes of the LTIP and outstanding awards thereunder and for all other purposes, including, without limitation, under the AIG Annual Short-Term Incentive Plan (as amended and restated effective March 1, 2016) (the “Severance Benefits AgreementSTIP”), in lieu of any . Such benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each terms and conditions of the subsequent four semi-annual ESP and the LTIP, except (a) that your severance payable under Section IV.C(2) of the ESP will be calculated as if you had terminated employment on March 8, 2017 and, accordingly, the average bonus payment periods shall be computed using calendar years 2013, 2014 and 2015 and (b) such ESP severance benefit shall be payable at within 2 business days after the same time such bonus is payable to other senior executives execution and delivery of Intersil; (iii) the Final Release. Promptly following the date of this Letter Agreement, AIG will establish a rabbi trust with respect to stock options an independent trustee and DSUs granted to having terms as you by Intersil (A) on or after 2006 (“Post-2005 Awards”)and AIG mutually agree, entitled to acceleration of vesting and will deposit in the trust an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date sum of your termination severance payable under Section IV.C(2) of the ESP and your Transition Award. The trust agreement will provide (but in no event shall any a) that an amount equal to your severance is to be paid within 2 business days after your delivery to the trustee of a certification that you have terminated employment and executed and delivered a Final Release and (b) that an amount equal to your Transition Award also is to be paid within 2 business days following such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable delivery subject to the additional condition that you provide a certification that you have not forfeited your Transition Award in accordance with the terms of such grants, (B) between this Letter Agreement. You shall also be entitled to your vested benefits under the commencement date of the Prior Agreement AIG Non-Qualified Retirement Plan and the December 31, 2005 (“Prior Agreement Awards”), entitled AIG Qualified Retirement Plan. You shall be under no obligation to full acceleration of vesting on all of seek other employment or otherwise mitigate your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) obligations to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of EmploymentAIG hereunder, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment there shall be no offset against any amounts due hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and providedESP, furtherthe LTIP, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare STIP or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based otherwise on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction account of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you remuneration attributable to any penalty tax imposed under Section 409A subsequent employment of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) kind that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsmay obtain.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Transition Agreement (American International Group Inc)
Separation Benefits. Upon termination of your employment with Intersil for any reason during In the Term of Employment, event that you will receive payment for all unpaid salary execute and vacation accrued deliver to the date of your termination of employment; Company both the Separation Agreement and your benefits will be continued under Intersil’s then existing benefit plans the General Release, and policies for so long you do not revoke the General Release within the time periods permitted by law (such period, the “Revocation Period” as provided under defined below), the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled following shall apply (subject to any other compensation, award or damages with respect to your employment or termination (except to timing restrictions as may be applicable under Section 409A of the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002Internal Revenue Code of 1986, as amended (the “Severance Benefits AgreementCode”)): • Commencing on the first regular payroll date immediately following the end of the Revocation Period, in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of Company shall continue to pay to you your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your annual Base Salary (which, for the avoidance of doubt, is $825,000), less applicable income and employment tax withholdings, for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder thereafter (the “Retiree Medical PlanSeverance Period”) in accordance with its terms upon the Company’s normal payroll processing. • The Company shall pay you an additional severance amount equal to two (2) times your termination and Intersil will make Target Bonus Amount in effect immediately prior to the full payment date of the premiums for coverage of you and your spouse under the Retiree Medical Plan; providedthis Separation Agreement (which Target Bonus Amount, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment avoidance of doubt, is 100% of your premiums due under Base Salary), less applicable income and employment tax withholdings, to be paid in two equal annual installments, the Retiree Medical Plan or your continuation first of life insurance coverage.
(c) Subject which will be paid in March 2023 and the second of which will be paid in March 2024. • The Company shall pay you an additional severance amount equal to your compliance with Sections 10 Target Bonus Amount, less applicable income and 11employment tax withholdings, to be paid on such date on which the Company pays or would have paid such annual Bonuses for 2021 to Bonus Plan participants. For purposes of this Separation Agreement and the General Release, the benefits described above in this section shall be referred to as the “Separation Benefits”. It should be noted that in the event of your Termination for Death or Disabilitydeath prior to the payment of all of the Separation Benefits hereunder, you (the Company will continue to pay the remainder of such Separation Benefits to your surviving spouse or your beneficiaryestate, as applicable) will be: . You acknowledge and agree that as of the Employment Agreement Termination Date, this Separation Agreement (i) entitled inclusive of the General Release to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days be executed after the date of Termination Date) shall supersede and replace all benefits, rights and obligations in connection with your Termination for Death or Disability; (ii) employment with the Company. Accordingly, you further acknowledge and agree that this Separation Agreement and the General Release sets forth all compensation and benefits to which you are entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted and shall be paid to you by Intersil, (A) granted in full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reducedsatisfaction thereof, in connection with your employment with the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsCompany Group.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil for any reason during As consideration for, and contingent on, the Term of EmploymentExecutive’s timely execution of, you will receive payment for all unpaid salary non-revocation of, and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 this Agreement, including the Executive’s waiver and 11release of claims in Section 8 and other post-termination obligations, under certain circumstancesand the Executive’s timely execution of the Addendum to Executive Severance and Release Agreement attached hereto as Exhibit A on or within 3 days following the Termination Date, you will also be entitled the Employer agrees to receive severance provide the benefits as set forth described in subsections (a) through (d) below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination which are contemplated by the Employment Agreement and the additional payments and benefits described in subsections (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended e) through (the “Severance Benefits Agreement”), in lieu of any benefits provided g) below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).:
(a) In Payment of any Base Salary amounts, less withholdings for wages, that have accrued but have not been paid as of the event of your Voluntary Termination or Date and the unpaid Performance Bonus (as such term is defined in the Employment Agreement), if any, with respect to the calendar year preceding the calendar year in which the Termination for Cause during Date occurs (such Performance Bonus, if any, to be determined in the Term of Employmentmanner that it would have been determined, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(band payable at the time it would have been payable).
(b) Subject An amount equal to your compliance 150% of the Executive’s current Base Salary, less withholdings for wages, payable in eighteen (18) equal monthly installments, regardless of whether the Executive obtains other employment and is compensated therefor (with Sections 10 the first two (2) installments to be paid on the sixtieth (60th) day following the Termination Date and 11, the remaining sixteen (16) installments being paid on the sixteen (16) following monthly anniversaries of such date).
(c) Any unused vacation time accrued in the event calendar year in which the Termination Date occurs, but only to the extent Company policy mandates the accrual of your Involuntary Termination or Termination without Cause during vacation time.
(d) If the Term of EmploymentExecutive elects to continue his then current enrollment (including family enrollment, you will be: (iif applicable) entitled to continuance of your Base Salary in the health and/or dental insurance benefits set forth in the Employment Agreement in accordance with COBRA, then for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled up to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month months following the Termination Date, the Company will continue to pay a portion of the premiums such that the Executive’s contribution to such plans will remain the same as if the Executive were employed by the Company, such contributions to be paid by the Executive in the same period as all other employees of the Company (but deductions from the Executive’s monthly severance payments may be deemed acceptable for this purpose in the discretion of the Company); provided, however, that the Company may terminate such coverage if payment from the Executive is not made within ten (10) days of the date on which the Executive receives written notice from the Company that such payment is due; and provided, further, that such benefits shall be discontinued earlier to the extent that the Executive is no longer eligible for COBRA continuation coverage. In addition, this benefit is contingent upon timely election of COBRA continuation coverage and will run concurrent with the COBRA period. The Executive acknowledges and agrees that the amount of any such premiums paid by the Company will constitute taxable wages for income and employment tax purposes.
(e) In addition to the Executive continuing to receive the compensation and benefits contemplated by the Employment Agreement during the period commencing on the date Execution Date and continuing through the Termination Date, the Executive will also receive a lump sum payment equal to six (6) months of your termination Executive’s current Base Salary, less withholdings for wages, to be paid on the sixtieth (but in no event 60th) day following the Termination Date.
(f) The Executive shall be entitled to the vesting of any such Restricted Stock Award (“RSA”) shares that are scheduled to vest through April 2027 pursuant to the terms of the applicable award agreements under the 2015 Incentive Plan of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause3D Systems Corporation (the “Plan”), with subject to Executive’s continued employment or service as a consultant under the Consulting Agreement through the applicable vesting date. All vested portions of such Post-2005 Awards exercisable RSA shares shall remain subject to the terms and restrictions contained in the applicable award agreements and the Plan. All RSA shares not vested at the conclusion of the Executive’s employment or service under the Consulting Agreement shall be forfeited in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; agreements and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination Plan for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverageconsideration.
(cg) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) The Executive shall be entitled to a single lump sum severance payment equal 12 months of your Base Salary payable any Performance-Based Restricted Stock Unit (“PSU”) shares within 30 days after the date of your Termination for Death or Disability; (ii) entitled Employer’s 2024 PSU plan that is scheduled to a single lump sum payment equal conclude in April 2027 pursuant to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due award agreements under this Section 7 or otherwise would subject you the Plan, as long as they are determined to any penalty tax imposed under Section 409A be earned based on the achievement of the Code if such payments were made applicable performance criteria, subject to Executive’s continued employment or service as required above, then a consultant under the payments that cause Consulting Agreement through the imposition applicable vesting date. All vested portions of such penalty tax PSU shares shall remain subject to the terms and restrictions contained in the applicable award agreements and the Plan. All PSU shares not vested at the conclusion of the Executive’s employment or service under the Consulting Agreement shall be payable forfeited in one lump sum on accordance with the first day which is at least six months after the date of your separation of service as set forth in Section 409A terms of the Code applicable award agreements and the regulations and other official guidance thereunderPlan for no consideration.
(eh) If all or any portion of The Parties mutually agree that the amounts payable or benefits provided to you under this Executive has previously fully vested in the “Initial RSA shares” described in the Employment Agreement or otherwise are “excess parachute payments” and are subject to no further vesting is required in connection with the excise tax imposed by Section 4999 Executive’s termination of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsemployment.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Executive Severance and Release Agreement (3d Systems Corp)
Separation Benefits. Upon termination of your employment with Intersil the Company for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to as of the date of your termination of employment; , and your benefits will be continued under Intersilthe Company’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, and in all events conditioned upon your (i) executing and not revoking a release and waiver of claims in favor of the Company, its officers and directors and stockholders in a form acceptable to the Company; and (ii) your continued adherence to any confidentiality and assignment of inventions agreement between you and the Company you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensationcompensation (except as may otherwise be expressly provided for pursuant to this Agreement), award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stockany Company equity awards, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)including Company stock options.
(b) Subject In the event of your Termination without Cause or your Involuntary Termination, you will be entitled to (i) monthly continuation of your compliance with Sections 10 then-current base salary for a period of twelve (12) months (but no bonus payment), (ii) monthly reimbursement of COBRA premium payments (provided you timely elect COBRA continuation coverage), for a period of twelve (12) months and 11(iii) twelve (12) months’ accelerated vesting of your Option, all as measured from the date of such termination. The benefits provided for in this subsection (b) shall only be applicable in respect of any Termination without Cause or any Involuntary Termination that occurs after the first sixty (60) day period following the Commencement Date.
(c) In the event of your Involuntary Termination or Termination without Cause within six (6) months following a Change in Control, provided such Change in Control does not occur during the Term first six (6) months of Employmentyour employment with the Company, in addition to the payment under Section 6(b) above (but excluding the acceleration provided for in 6(b)(iii)), you will be: (i) be entitled to continuance accelerated vesting of your Base Salary for a period of two years one hundred percent (less applicable deductions and withholdings100%) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semithen-annual bonus payment periods payable at the same time such bonus is payable unvested shares subject to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”)your Option. In all events, entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of even if your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause)Cause does not occur within such six (6) month period following a Change in Control, with you will nonetheless be entitled to accelerated vesting of one hundred percent (100%) of the then-unvested shares subject to your Option effective at the end of such Post-2005 Awards exercisable six (6) month period following a Change in accordance Control if you have remained employed with the terms of such grants, Company or its successor during that six (B6) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year month period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (ShoreTel Inc)
Separation Benefits. Upon termination of your Executive's employment with Intersil ------------------- AMD for any reason during the Term of Employmentreason, you he will receive payment for all unpaid salary and vacation accrued but unpaid to the date of your the termination of employment; , and your his benefits will be continued under Intersil’s AMD's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you Executive will also be entitled to receive severance benefits as set forth below, but you he will not be entitled to any other compensation, award or damages with respect to your his employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in employment.
a. In the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you Executive will not be entitled to any cash severance benefits, benefits or additional vesting of shares options. Executive also will not be entitled to any Retirement Benefit Amount, provided that upon his Voluntary Termination following attainment of restricted stockage 55, DSUsExecutive will be entitled to (i) a lump sum payment of the Retirement Benefit Amount that would otherwise be payable to him upon his attaining age 57, options or other equity compensation or post-termination death or medical benefits as described in and (ii) all Tax Reimbursement Payments provided for under Section 7(b)5 of this Agreement.
(bi) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or a Termination without Cause during within three years of the Term of EmploymentCommencement Date, you Executive will be: (i) be entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 to one year of his current annual base salary (less applicable deductions and withholdings), (B) acceleration of the vesting and exercisability of that portion of his Initial Option that would have become vested within twelve months following his employment termination, (C) a lump sum payment of your Base Salary payable within 30 days after the Retirement Benefit Amount (regardless of his age on date of your Termination termination), otherwise payable to him at age 57, and (D) all Tax Reimbursement Payments provided for Death or Disability; under Section 5 of this Agreement.
(ii) In the event of a Specific Constructive Termination, Executive will be entitled to (A) a single lump sum severance payment equal to two years of his current annual base salary (less applicable deductions and withholdings), (B) acceleration of the vesting and exercisability of that portion of his Initial Option that would have become vested within twenty-four months following notification that he would not become Chief Executive Officer of AMD, (C) a pro-rata portion lump sum payment of the Retirement Benefit Amount (based regardless of his age on the number date of days you were employed by Intersil during the calendar year termination), otherwise payable to him at age 57, and (D) all Tax Reimbursement Payments provided for under Section 5 of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; this Agreement.
(iii) with respect In the event of a Constructive Termination or Termination without Cause in each case following a Change in Control, Executive will be entitled to options or DSUs granted to you by Intersil, (A) granted a single lump sum severance payment equal to the sum of (x) three years current annual base salary and (y) the average of his two highest bonuses in the five years preceding termination of employment (less applicable deductions and withholdings), (B) full acceleration of the vesting and exercisability of his Initial Option and any Additional Options, (C) a lump sum payment of the Retirement Benefit Amount (regardless of his age on all date of your Converted Optionstermination), otherwise payable to him at age 57, and (BD) immediately credited with additional vesting service credit all Tax Reimbursement Payments provided for the twelve-month period commencing on the date under Section 5 of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting this Agreement. For purposes of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you 9(b)(iii), "Constructive Termination" shall mean a resignation by Executive due to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all diminution or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, adverse change in the order and circumstances of the type mutually agreed to his employment as determined in good faith by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsExecutive, including, without limitation, his reporting relationships, job description, duties, responsibilities, compensation, prerequisites, office or location of employment.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilElantec’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended the date hereof (the ““ Severance Benefits AgreementAgreement ”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options stock or other equity compensation or post-termination death or medical benefits as described in Section 7(b)options.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal to 12 months of your Base Salary then in effect (less applicable deductions and withholdings) payable within 30 days after the effective date of your Termination for Death or Disabilitytermination; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability termination divided by 365) of your Target Bonus for the year of Termination for Death or Disabilitytermination, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for Intersil Options or any other equity grants made by Intersil to you after the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards Commencement Date; and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved you will have (prorated based on the number of days you were employed by Intersil x) twelve (12) months from the Effective Date until the your termination date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock optionoption grant if shorter than 12 months) to exercise any outstanding Existing Options and (y) twenty-four (24) months from your termination date (or the remaining term of the applicable option grant if shorter than 24 months) to exercise any outstanding New Intersil Options or any other option grants made by Intersil to you after the Commencement Date.
(c) In addition to the benefits set forth in subsection (b) above, in the event of your Involuntary Termination, or Termination without Cause (as defined in this subsection (c) below), on or before the date twelve (12) months following the Commencement Date, you will be: (i) entitled to a single lump sum payment of $200,000 (less applicable deductions and withholdings) payable within 30 days after the effective date of your termination; and (ii) eligible to continue your benefits providing for coverage or payment in the event of your (or your covered dependents’) death, disability, illness or injury that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise (the “ Welfare Benefits ”) under any Welfare Benefits plan or program maintained by Intersil on the same terms and conditions (including cost to you) as in effect immediately prior to your termination for a period of one (1) year following your termination. The exercise period for Prior Agreement Awards and Converted Options With respect to any Welfare Benefits provided through an insurance policy, Intersil’s obligation to provide such Welfare Benefits following your termination shall be determined under limited by the terms of such policy; provided that (A) Intersil shall make reasonable efforts to amend such policy to provide the applicable awards agreement
continued coverage described in this subsection (dc), and (B) If if a policy providing health benefits is not amended to provide the continued benefits described in this subsection (c), Intersil shall pay for the cost of comparable replacement coverage (or Medigap insurance if you qualify for Medicare) until the end of the one year period following your termination. Additionally, Intersil shall reimburse you for any income tax liability due as a result of the provision of Welfare Benefits under this subsection (c) (and as a result of any payments due under this Section 7 or otherwise would subject provision) in order to put you to any penalty tax imposed under Section 409A of in the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net same after-tax amount (taking into account all applicable taxes payable by youposition as if no taxable Welfare Benefits had been provided. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ May 10, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.2002 Page 4
Appears in 1 contract
Separation Benefits. Upon termination of Provided that you continue to perform your employment with Intersil duties through the Separation Date and are not terminated for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued Cause (as defined below) prior to the date of your termination of employment; and your Separation Date, the Company shall provide you with the following special separation benefits (collectively, “Separation Benefits”):
a. You will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled continue to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination base salary through the Separation Date (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits AgreementSalary Continuation”);
b. The Company will pay you a separation payment in the amount of $400,000, which is the equivalent of one year of base salary, and a lump sum cash payment of $300,000, which is the equivalent for your target annual bonus for fiscal year 2018, and a lump sum cash payment of $240,000, which is in lieu of any benefits provided belowyour incentive compensation bonus for fiscal year 2017 (collectively, in the event of “Separation Payment”). The Separation Payment is payable within 30 business days after your Separation Date and will be subject to applicable tax withholding;
c. The Company will pay you a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any lump sum cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each $22,700, which is the equivalent of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives value of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from months’ premium for continuation of coverage under the Marvell Semiconductor Medical, Dental and Vision Plans for you and your termination date dependents (“COBRA Lump Sum”). You are not required to elect continuation of coverage to receive this benefit. The COBRA Lump Sum is payable within 30 business days after your Separation Date and will subject to applicable tax withholding.
d. For purposes of this Section 3, “Cause” means : (A) an act of material dishonesty in connection with your job responsibilities; (B) conviction of, or the remaining term plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or moral turpitude; (C) gross misconduct; (D) willful unauthorized use or disclosure of any proprietary information or trade secrets of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; Company or Marvell Technology Group Ltd. (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)“Marvell”); (vE) entitled willful breach of any obligations under any written agreement with the Company or Marvell that is not cured within 10 days after your receipt of written notice from the Company specifying the breach; (F) willful refusal to continuation cooperate in good faith with a governmental or internal investigation of the life insurance coverage you have on the date of your termination for the remainder of the Term of EmploymentCompany, and (vi) eligible to participateMarvell or their directors, along with your spouseofficers or employees, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after Company or Marvell has requested your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragecooperation.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Separation Agreement (Marvell Technology Group LTD)
Separation Benefits. Upon termination of your employment with Intersil Veritas for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and . In such event your benefits will be continued under Intersil’s Veritas' then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject Under certain circumstances, subject to your compliance with Sections 10 execution of a termination and 11, under certain circumstancesgeneral release agreement, you will also be entitled to receive severance benefits as set forth below, but . Veritas' termination and general release agreement will contain provisions specifying that you will not be entitled to not, directly or indirectly, compete with Veritas or engage in any other compensation, award or damages business that is competitive in any manner with respect to your employment or termination (except to the extent business of Veritas while you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10receiving such severance benefits, 2002nor will you solicit employees for a period of two years after any final payment, as amended (that neither you nor Veritas shall disparage the “Severance Benefits Agreement”)other party, in lieu of and that you shall not have any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))claims that shall survive that agreement.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)options.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during within two years of the Term of EmploymentCommencement Date, you will be: be entitled to:
(i) entitled a severance payment equal to continuance twelve months of your Base Salary for then current annual base salary [or a period bonus based on six months of two years (less applicable deductions and withholdings) on-target earnings], payable over twelve months in accordance with Intersil’s Veritas' normal payroll practices; practices with such payroll deductions and withholdings as are required by law, provided, that you provide Veritas with consulting services during such period after the date of termination (the "CONSULTING SERVICES");
(ii) entitled to continued participation in the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of Veritas health care plans for the subsequent four semi-annual bonus payment periods payable term you are providing Consulting Services at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted cost to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled as immediately prior to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination of employment, or if it is not possible for you to continue to participate in the Veritas health care plans, Veritas shall pay an amount to you so that you may purchase equivalent health care coverage at the same cost to you as immediately prior to the date of your termination of employment; and
(but in no event shall any iii) accelerated vesting and exercisability of that portion of your outstanding unvested options to purchase Veritas common stock that would have vested within twelve months from the date of such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards all vested options exercisable in accordance with the terms for a period of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of 90 days you were employed by Intersil from the Effective Date until later of:
(A) the date of your Involuntary Termination or Termination for Cause without Cause, as applicable; or
(not to exceed 1,095 daysB) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible you cease providing Consulting Services to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverageVeritas.
(c) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination for Death or DisabilityTermination without Cause on or after two years of the Commencement Date, you will not be entitled to any severance payments, continued benefits or accelerated vesting of your outstanding unvested options under this Agreement.
(d) In the event of your Involuntary Termination or your beneficiaryTermination without Cause within one year of a Change in Control, as applicable) provided the Change of Control occurs within two years of the Commencement Date, you will bebe entitled to the following: (i) entitled to a single lump sum severance payment equal 12 to twelve months of your Base Salary current annual base salary and full target bonus (less applicable deductions and withholding) payable within 30 days after the date of your Termination for Death or Disability; termination (ii) entitled to a single lump sum payment equal to a pro-rata portion (based continued health care coverage on the number same terms set forth under Section 8(b)(ii) and (iii) accelerated vesting of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365fifty percent (50%) of your Target Bonus outstanding unvested options to purchase Veritas common stock, with all vested options exercisable for the year a period of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 90 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on from the date of your Involuntary Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunderwithout Cause.
(e) For purposes of this Agreement, Termination by Death or Disability shall be treated as Involuntary Termination.
(f) If all or any portion your severance and other benefits provided for in this Section 8 constitute "parachute payments" within the meaning of Section 280G of the amounts payable or benefits provided to you under Internal Revenue Code of 1986, as amended (the "CODE"), and, but for this Employment Agreement or otherwise are “excess parachute payments” and are subsection, would be subject to the excise tax imposed by Section 4999 of the Code (Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999 of the Code, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fg) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
(h) To the extent that Veritas shall provide to similarly situated Veritas employees any other severance or other benefits in connection with a Change of Control or otherwise, you shall be entitled to such benefits to the extent such benefits exceed these benefits granted and contained herein.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002as of even date herewith, as amended (the “Severance Benefits Agreement”), which benefits shall be in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, MSUs, options or other equity compensation or post-termination death or medical benefits benefits, except as described in Section 7(b).
(b) required by applicable law. Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to four payments, each in the payment amount of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to $368,000, payable within 30 days after each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives first two March 1 and September 1 dates following your termination of Intersil; employment, (iii) with respect entitled to full vesting of any unvested portion of your initial award of 433,000 DSUs listed in Section 4, (iv) entitled to accelerated vesting of your unvested stock options and DSUs granted awarded subsequent to you by Intersil your initial award (Aother than any unvested options and MSUs subject to performance-based vesting) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, ; (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”v) entitled to full acceleration of accelerated vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) as to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares MSUs with the number of shares payable to you with respect to a particular MSU grant being determined using Intersil’s Total Shareholder Return (proTSR) relative to its peer group of companies (or such other measure of Company performance that may be specified by the Compensation Committee for a particular performance-rated based equity award) as measured for the period of three months preceding the date on which your Termination without Cause or Involuntary Termination, as the case may be, occurs (prorated based on the number of days you were employed by Intersil that have passed from the Effective Date date the MSUs were granted to you until the date of your Involuntary Termination or Termination for without Cause (not to exceed 1,095 1095 days) divided by the entire performance period (i.e., 1095 1,095 days for a three-year period)); (vvi) entitled eligible to continuation of the convert your and your covered dependents' life insurance coverage to individual policies and Intersil shall reimburse you have on for the date applicable premium(s) paid by you with respect to such policies until the one year anniversary of your termination for the remainder of the Term of Employment, date; (vii) if you qualify and (vi) are eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives employees participate upon your termination hereunder (the “Retiree Medical Plan”) ), upon your termination (in accordance with its terms upon your termination and terms, as may be in effect from time to time) Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your or your spouse’s premiums under the Retiree Medical Plan when you or your spouse, as applicable, become eligible for Medicare or become covered under another employer’s medical plan. You plan (you agree to immediately notify Intersil if you or your spouse become eligible for Medicare or covered by another employer’s medical plan); and (viii) eligible to continue, at Intersil’s expense (through reimbursement or otherwise), your medical benefits providing for coverage or payment in the event of your (or your covered dependents’) illness that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefit plan or program maintained by Intersil for a period of one (1) year following your termination, if you do not qualify to participate in Intersil’s Retiree Medical Plan. You will not be reimbursed for the income income, employment or employment other taxes payable due incurred by you, your spouse or any of your covered dependents in connection with any of the benefits described in clauses (vi), (vii) or (viii) above. Any payments scheduled to be provided pursuant to this Section 8(b) prior to the payment of 45th day following your premiums due under Involuntary Termination or Termination without Cause shall instead be paid in a lump sum on the Retiree Medical Plan or your continuation of life insurance coverage45th day following such termination and all payments scheduled to be made thereafter shall be made as regularly scheduled.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal to 12 months of your Base Salary payable within 30 days after on the date of 45th day following your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of a payment of $736,000 payable on the 45th day following your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards of your stock options and Post-2005 Awards DSUs (other than MSUs) and (iv) with respect to Performance SharesMSUs, entitled to vesting of a pro-rated number of unvested Performance Shares MSUs with the number of shares payable to you with respect to a particular MSU grant being determined using Intersil’s Total Shareholder Return (TSR) relative to its peer group of companies (or such other measure of Company performance that may be specified by the extent Compensation Committee for a particular performance-based equity award) as measured for the applicable performance levels are achieved period of three months preceding the date on which your Termination for Death or Disability occurs (prorated based on the number of days you were employed by Intersil that have passed from the Effective Date date the MSUs were granted to you until the date of your Involuntary Termination for Death or Disability Termination without Cause (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, stock options will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under Notwithstanding the terms foregoing, to the extent required to avoid the imposition of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed taxes under Section 409A of the Internal Revenue Code if such payments were made of 1986, as required aboveamended (the “Code”), then (a) the payments that cause the imposition payment described in clause (i) of such penalty tax this Section 8(c) shall be payable made in one equal installments over the 12-month period following your termination due to disability, (b) the payment described in clause (ii) of this Section 8(c) shall be made in four equal installments, on (or within 30 days after) the first two March 1 and September 1 following your termination due to disability and (c) any payments scheduled to be provided pursuant to this sentence prior to the 45th day following your termination due to disability shall instead be paid in a lump sum on the first 45th day which is at least six months after following such termination and all payments scheduled to be made thereafter shall be made as regularly scheduled in accordance with this sentence.
(d) Notwithstanding any other provision of this Employment Agreement to the date contrary, if you are a "specified employee" within the meaning of your separation of service as set forth in Section 409A of the Code and the regulations issued thereunder, and other official guidance a payment or benefit provided for in this Employment Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after your "separation from service" within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) (a “Separation from Service”), then such payment or benefit required under this Employment Agreement shall not be paid (or commence) during the six-month period immediately following your Separation from Service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to you (with simple interest calculated thereon at LIBOR plus 50 basis points as of the date of such Separation from service) in a lump-sum payment on the earlier of (i) the first business day of the seventh month following your Separation from Service or (ii) the 10th business day following your death. If your termination of employment hereunder does not constitute a Separation from Service, then any amounts payable hereunder on account of a termination of your employment and which are subject to Code Section 409A shall not be paid until you have experienced a Separation from Service. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), your right to receive installment payments under this Employee Agreement will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only to the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil, provided however, that, to the extent necessary to comply with Section 409A of the Code, such forfeitures shall first apply against the latest scheduled cash payments, then to current cash payments and then to non-cash benefits. The calculations required under this Section 7(e8(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e8(e), no payments due you hereunder shall be subject to mitigation or offset. Any reimbursement or payment of premiums or other costs by Intersil pursuant to this Section shall be made no later than the end of the calendar year following the calendar year in which the applicable premium or other cost is incurred by you.
Appears in 1 contract
Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below provided you sign a valid and binding release agreement. You agree that, except as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stockyour RSU Award, DSUs, options New Options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)award granted to you by Intuit.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: be entitled to (i) entitled a single lump sum severance payment equal to continuance six months of your Base Salary for a period of two years current annual base salary (less applicable deductions and withholdings) payable within 30 days after the effective date of your termination; and (ii) accelerated vesting of your RSU Award in accordance with Intersil’s normal payroll practicesSection 4(a)(1) above. Notwithstanding the foregoing, in the event of your Termination Following a Change in Control, you will be entitled to (i) a single lump sum payment equal to twelve months of your current annual base salary (less applicable deductions and withholding) payable within 30 days following your termination; (ii) entitled to the payment of one-half of your full Target Bonus (target bonus for the year of termination without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; and (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of accelerated vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable RSU Award in accordance with the terms of such grants, (BSection 4(a)(1) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverageabove.
(c) Subject to If your compliance with Sections 10 severance and 11, other benefits provided for in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under 8 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fd) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. Upon termination of your employment with Intersil Symantec for any reason during the Term of Employmentreason, you will receive payment for all salary, prorated quarterly bonus and annual bonus and unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s Symantec's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law; except as otherwise provided below, you will have until one year (three months in the case of Termination for Cause or a Voluntary Termination) after the effective date of your termination to exercise any stock options that were vested as of the effective date of your termination; and, except as otherwise provided below, all unvested shares of restricted stock will be repurchased by Symantec at $0.01 per share. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options stock or other equity compensation or post-termination death or medical benefits as described in Section 7(b)options.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of to twice your Base Salary then current annual base salary (less applicable deductions and withholdings) payable within 30 days after the effective date of your Termination for Death or Disabilitytermination; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year vesting of your Termination for Death or Disability divided by 365) unvested shares of restricted stock shall be accelerated in full; the vesting and exercisability of your Target Bonus for the year of Termination for Death or Disability, without regard outstanding options to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you purchase Symantec common stock shall be immediately accelerated by Intersil, (A) granted full acceleration of vesting on all of your Converted Optionstwo years, and (B) immediately credited with additional vesting service credit for you will have until one year after the twelve-month period commencing on the effective date of your Termination for Death or Disability with respect termination to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Sharesexercise any options that were vested, entitled to vesting including those that were accelerated as of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the effective date of your termination. Symantec shall reimburse you for all COBRA premiums paid by you for the full extension period permitted by law. Notwithstanding the foregoing, if your Involuntary Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for Termination without Cause occurs within twelve months after a three-year period)). Following your Termination for Death or DisabilityChange in Control, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards vesting and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.exercisability of
Appears in 1 contract
Sources: Employment Agreement (Symantec Corp)
Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to Under certain circumstances and conditioned upon your compliance with Sections 10 execution of a release and 11waiver of claims against the Company, under certain circumstancesits officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during Cause, conditioned upon your execution of a release and waiver of claims against the Term Company, its officers and directors in a form acceptable to the Company and your satisfying all conditions to make the release effective and irrevocable within 45 days after the date of Employmentsuch termination of employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 to eighteen (18) months of your Base Salary current annual base salary and one and one-half times your Target Bonus for the then current fiscal year (less applicable deductions and withholdings) payable within 30 days after upon the effective date of your “separation from service” (as defined in Treas. Reg. 1.409A-1(h)).
(c) In the event of your Termination for Death or Disability; (ii) Following a Change in Control, conditioned upon your execution of a release and waiver of claims against the Company, its officers and directors in a form acceptable to the Company, you will be entitled to a single lump sum severance payment equal to a pro-rata portion eighteen (based on the number of days you were employed by Intersil during the calendar year 18) months of your Termination for Death or Disability divided by 365) of current annual base salary and one and one-half times your Target Bonus for the then current fiscal year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, (less applicable deductions and withholdings) payable within 30 thirty (30) days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for after the twelve-month period commencing on the effective date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreementtermination.
(d) If any payments due under your severance benefits provided for in this Section 7 or otherwise would subject you to any penalty tax imposed under 10 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Internal Revenue Code, then your severance benefits under this Section 10 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such severance and other benefits. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and benefits were reduced to the maximum amount (ii) cancellation of accelerated vesting any equity awards for which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments vesting acceleration is provided; and benefits in each case reduction shall be reduced, in the order pro rata between those payments subject to Section 409A and of the type mutually agreed payments not subject to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.409A.
(fe) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to Under certain circumstances and conditioned upon your compliance with Sections 10 execution of a release and 11waiver of claims against the Company, under certain circumstancesits officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during Cause, conditioned upon your execution of a release and waiver of claims against the Term of EmploymentCompany, its officers and directors in a form acceptable to the Company, you will be: be entitled to (i) entitled a single lump sum severance payment equal to continuance eighteen (18) months of your Base Salary current annual base salary and one and one-half times your Target Bonus for a period of two years the then current fiscal year (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practiceswithin 30 days after the effective date of your termination; and (ii) entitled immediate acceleration of the vesting and exercisability of the New Hire Option by that portion of the shares subject to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount New Hire Option that would have vested over and become exercisable in the eighteen (18) month period commencing on full calendar months following the effective date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragetermination.
(c) Subject to your compliance with Sections 10 and 11, in In the event of your Termination for Death or DisabilityFollowing a Change in Control, conditioned upon your execution of a release and waiver of claims against the Company, its officers and directors in a form acceptable to the Company, you (or your beneficiary, as applicable) will be: be entitled to (i) entitled to a single lump sum severance payment equal 12 to eighteen (18) months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a procurrent annual base salary and one and one-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of half times your Target Bonus for the then current fiscal year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, (less applicable deductions and withholdings) payable within 30 thirty (30) days following after the effective date of your termination; and (iiiii) with respect to options or DSUs granted to you by Intersil, (A) granted full immediate acceleration of the vesting on all and exercisability of your Converted Options, the New Hire Option by that portion of the shares subject to the New Hire Option that would have vested and become exercisable in the eighteen (B18) immediately credited with additional vesting service credit for full calendar months following the twelve-month period commencing on the effective date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreementsuch termination.
(d) If any payments due under your severance benefits provided for in this Section 7 or otherwise would subject you to any penalty tax imposed under 10 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Internal Revenue Code, then your severance benefits under this Section 10 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fe) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Intuit Inc)
Separation Benefits. Upon termination of your employment with Intersil Elantec for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilElantec’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options stock or other equity compensation or post-termination death or medical benefits as described in Section 7(b)options.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal to 12 months of your Base Salary current annual base salary (less applicable deductions and withholdings) payable within 30 days after the effective date of your Termination for Death or Disabilitytermination; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus full target bonus for the year of Termination for Death or Disability, termination without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) credited with 12 additional months of employment service after your termination date for purposes of your vesting with respect to the options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards hereunder; and (iv) credited with one additional year of employment service after your termination date for purposes of your vesting with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent restricted stock granted hereunder. In the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date event of your Involuntary Termination for Death or Disability (within the 12 months following a Corporate Transaction where you are not to exceed 1095 days) divided by provided a comparable position within the entire performance period (i.e.Company, 1,095 days for a three-year period)). Following all of your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable options and restricted stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due granted under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax agreement shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code become fully and the regulations immediately vested and other official guidance thereunderexercisable.
(ec) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Separation Benefits. Upon termination of your employment ------------------- with Intersil Company for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s Company's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination voluntary termination or Termination termination by the Company for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, stock or options or any other equity compensation benefits beyond those provided in the first sentence of paragraph 8. Notwithstanding the foregoing, if your employment is terminated by you or postthe Company for any reason on or after six months of continuous employment with CacheFlow, all of your unvested Pre-termination death or medical benefits as described in Section 7(b)existing shares under paragraph 3 herein shall become fully and immediately vested, and, if applicable, exercisable.
(b) Subject to your compliance with Sections 10 and 11, in In the event of the termination of your Involuntary Termination or Termination employment by CacheFlow without Cause during the Term of Employmentor your Termination for Death or Disability, you will be: (i) you or your heirs, as applicable, will be entitled to continuance a severance payment equal to six months of your Base Salary for a period of two years current annual base salary (less applicable deductions and withholdings) payable in accordance with Intersil’s the Company's normal payroll practicespractice beginning after the effective date of your termination; and (ii) all your stock of the Company (including any subject to an option to purchase) other than the CacheFlow Option referred to in Section 3 above shall become fully and immediately vested and, if applicable, exercisable by you or your heirs, as applicable. You shall not be entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on severance payments or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal pursuant to the amount that would foregoing unless you (i) have vested over executed a general release of all claims (in a form prescribed by CacheFlow) and (ii) have agreed not to prosecute any legal action or other proceeding based upon any of such claims. In the eighteen (18) month period commencing on the date event of your termination Involuntary Termination, all of your stock in the Company (but including any subject to an option to purchase) other than the CacheFlow Option referred to in no event Section 3 above shall any such award of Post-2005 Awards become fully and immediately vested and, if applicable, exercisable. You shall not be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full any acceleration of vesting on unless you (1) have executed a general release of all of your Prior Agreement Awards and you will have twenty-four claims (24in a form prescribed by CacheFlow) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (Cii) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (agreed not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation prosecute any legal action or other proceeding based upon any of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragesuch claims.
(c) Subject to your compliance with Sections 10 and 11, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Sources: Employment Agreement (Cacheflow Inc)
Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause Cause, or in the event you and Intersil agree to change your position at Intersil, during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in this Section 7(b)7.
(b) Subject to your compliance with Sections 10 and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years one year (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half a pro rata portion (based on the number of days you were employed by Intersil during the calendar year of termination divided by 365) of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to your unvested employee stock options and DSUs granted to you by Intersil (Aother than Performance Shares) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal will become vested to the amount that extent they would have become vested over the eighteen had your employment continued for a period of twelve (1812) month period commencing on months immediately following the date of your termination Involuntary Termination or Termination without Cause (but in no event iv) a pro rata portion (based on the number of days you were employed by Intersil since the grant date of the Performance Shares divided by 1095) of your unvested Performance Shares shall any such award become vested and the number of Post-2005 Awards Performance Shares payable to you will be less than 50% vested upon an determined by the Compensation Committee based on Intersil’s financial performance relative to its peer group as of the date of your Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (Cv) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for without Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, exercise any outstanding vested and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverageexercisable options.
(c) Subject In addition to your compliance with Sections 10 and 11the benefits set forth in subsection (b) above, in the event of your Involuntary Termination for Death or DisabilityTermination without Cause (as defined in this subsection (c) below) on or before the date twelve (12) months following the Effective Date, you will be eligible to continue, at Intersil’s expense, your medical benefits providing for coverage or payment in the event of your (or your beneficiarycovered dependents’) illness or injury that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as applicablein effect immediately prior to your termination for a period of one (1) year following your termination. You will be: be eligible to continue, at Intersil’s expense, your life insurance benefits providing for coverage or payment in the event of your (or your covered dependents’) death that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as in effect immediately prior to your termination until the earlier of (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of on which your Termination for Death or Disability; Employment Term ends and (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar one year anniversary of your Termination termination date. With respect to any of such benefits for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disabilitywhich you will be eligible to continue that are provided through an insurance policy, without regard Intersil’s obligation to satisfaction of any target performance objectives, payable within 30 days provide such benefits following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options termination shall be determined under limited by the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunderpolicy.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset.
Appears in 1 contract
Separation Benefits. Upon termination Subject to Executive’s compliance with the terms and conditions in this Agreement, OMNOVA will pay or provide to Executive the separation benefits described in this Section 2. Executive agrees that these benefits are in addition to any pay or benefits to which Executive is already entitled as of your employment with Intersil for any reason during the Term of EmploymentSeparation Date, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your that such benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under this Section 2 are sufficient consideration for the terms of such plans releases and policies and as required other promises made by applicable law. Subject to your compliance with Sections 10 and 11, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits this Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In Executive will receive salary continuation for twelve (12) months after the event Separation Date, payable on a bi-weekly basis (“Separation Pay”). Separation Pay will be paid in accordance with and subject to OMNOVA’s customary payroll practices (including with respect to tax withholding), after the expiration of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as seven (7) day revocation period described in Section 7(b)8 below. As of the Separation Date, Executive’s annual base salary was $315,000.
(b) Subject to your compliance with Sections 10 Executive will receive medical and 11, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary dental insurance benefit continuation for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or after the remaining term Separation Date. Such benefit continuation shall be at the same levels elected by Executive prior to the Separation Date, and OMNOVA will pay any required medical and dental benefit contributions on behalf of the applicable option grant if shorter than 12 monthsExecutive during this twelve (12) to exercise such outstanding Converted Options; (iv) to the extent applicable performance levels are achieved, entitled to vesting of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by the entire performance period (i.e., 1095 days for a three-year month period)); (v) entitled to continuation of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full . The payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employerExecutive’s medical plan. You agree and dental benefit contributions by OMNOVA will be taxable income to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverageExecutive.
(c) Subject After the twelve month (12) month period of medical and dental benefit continuation described in Section 2(b) has expired, Executive will be eligible at his election for medical and dental benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for eighteen (18) months, subject to your compliance with Sections 10 payment of COBRA rates by Executive. Executive will receive a gross aggregate amount equal to $60,000 to assist in maintaining medical and 11dental benefit coverage under COBRA. The foregoing payment will be paid to Executive as a lump sum, in accordance with and subject to OMNOVA’s customary payroll practices (including with respect to tax withholding), after the event expiration of your Termination the seven (7) day revocation period described in Section 8, below. For the avoidance of doubt, it is Executive’s sole responsibility to complete all paper work necessary to enroll in COBRA coverage and to pay all premiums associated with COBRA at Executive’s sole cost and expense. The Company’s sole obligation hereunder is to pay the lump sum amount set forth in this paragraph to Executive.
(d) Executive will receive life insurance benefit continuation for Death or Disabilitytwelve (12) months after the Separation Date. Consistent with the requirements of Section 409A, you (or your beneficiaryExecutive will be responsible for paying any required life insurance premiums during the six-month period immediately following his Separation Date. After such six-month period, as applicable) the Company will be: (i) entitled reimburse to Executive, in a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed payment, all such premiums paid by Intersil Executive during the calendar year of your Termination for Death or Disability divided by 365) of your Target Bonus for the year of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelvesuch six-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares that are supported by documentation made available to the extent Company, and will pay the applicable performance levels are achieved (prorated based on life insurance premiums for the number remaining six months. The reimbursement and subsequent payment of days you were employed Executive’s life insurance premiums by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, OMNOVA will be equal taxable income to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunderExecutive.
(e) If all or any portion Executive’s outstanding unvested OMNOVA restricted shares and restricted share units shall fully vest as of the amounts payable later of the Separation Date or benefits provided the date on which the release set forth in Section 3, below, becomes nonrevocable by the Executive, with tax and required withholdings to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject be covered by the surrender to OMNOVA of OMNOVA common shares equal to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount value of such payments tax and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantswithholdings.
(f) Subject to Section 7(e), no payments due you hereunder Executive shall be eligible to receive executive outplacement assistance for expenses actually incurred by Executive, in a form provided to other OMNOVA executive officers, for a period not to exceed twelve (12) months following the Separation Date. The amount of reimbursement for purposes of this paragraph shall not exceed $25,000. Reimbursement for outplacement expenses shall be made within thirty (30) days following submission of appropriate substantiation of such expenses to the Company (including completion of any administrative form(s) required by the Company).
(g) Executive shall receive his earned Annual Incentive Plan payment for the 2017 fiscal year calculated based on actual performance against the performance criteria established for the Annual Incentive Plan for 2017, paid in accordance with and subject to mitigation or offsetOMNOVA’s customary payroll practices (including with respect to tax withholding) at such time as the Annual Incentive Plan payment is made to all other participants, but in no event sooner than the expiration of the seven (7) day revocation period described in Section 8 below.
(h) Executive shall receive a prorated payment in respect of the Annual Incentive Plan for 2018, payable to Executive at such time as awards are paid to other participants in the Annual Incentive Plan and subject to OMNOVA’s customary payroll practices (including with respect to tax withholding). The prorated payment shall be equal to the product of (i) the total award that would have been earned for the 2018 fiscal year based on actual performance against the performance criteria established for the Annual Incentive Plan for 2018 and (ii) the total number of days that Executive worked during the performance period divided by the total number of days in the performance period.
(i) Executive shall receive his earned payment for his 2016-2017 performance shares calculated based on actual performance against the performance criteria established for such shares, paid in accordance with and subject to OMNOVA’s customary payroll practices (including with respect to tax withholding) at such time as payment for the 2016-2017 performance shares is made to all other holders of the 2016-2017 performance shares, but in no event sooner than the expiration of the seven (7) day revocation period described in Section 8 below.
(j) Executive shall receive a prorated payment in respect of the 2017-2018 performance shares and 2017-2019 performance shares, payable to Executive at such time as payments in respect of such shares are paid to other recipients of such shares and subject to OMNOVA’s customary payroll practices (including with respect to tax withholding). With respect to each grant of performance shares, the prorated payment shall be equal to the product of (i) the total award that would have been earned at the end of the applicable performance period based on actual performance against the performance criteria established for such performance shares and (ii) the total number of days that Executive worked during the performance period divided by the total number of days in the performance period.
(k) On and after the Separation Date, Executive’s rights, if any, to participate in any other OMNOVA pension and welfare benefit plans not specifically addressed herein shall be governed by the terms of those pension and welfare plans.
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Separation Benefits. Upon termination of your employment with Intersil Intuit for any reason during the Term of Employmentreason, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under IntersilIntuit’s then existing benefit plans and policies polices for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to Under certain circumstances and conditioned upon your compliance with Sections 10 execution of a release and 11waiver of claims against the Company, under certain circumstancesits officers and directors, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement))termination.
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of EmploymentCause, you will not be entitled to any cash severance benefits, benefits or additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b)stock options.
(b) Subject to your compliance with Sections 10 and 11, in In the event of your Involuntary Termination or Termination without Cause during the Term of EmploymentCause, you will be: be entitled to (i) entitled a single lump sum severance payment equal to continuance eighteen (18) months of your Base Salary for a period of two years current annual base salary (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practiceswithin 30 days after the effective date of your termination; (ii) entitled to the a payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each of the subsequent four semi-annual bonus payment periods payable at the same time such bonus is payable to other senior executives of Intersil; (iii) with respect to stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”), entitled to acceleration of vesting in an amount equal to the amount that target bonus you would have vested over earned pursuant to Section 3 above during the eighteen (18) month months following your termination if you had achieved 100% of the target (less applicable deductions and withholdings) payable within 30 days after the effective date of your termination; (iii) immediate acceleration of the vesting and exercisability of the Option by that portion of the shares subject to the Option that would have vested and become exercisable in the eighteen (18) full calendar months following the effective date of such termination; and (iv) a one (1) year period commencing on following the effective date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) which to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) Option to the extent applicable performance levels are achieved, entitled to vesting that the Option had vested as of a pro-rated number of unvested Performance Shares (pro-rated based on the number of days you were employed by Intersil from the Effective Date until the effective date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 days) divided by termination, including the entire performance period (i.e., 1095 days for a three-year period)); (v) entitled to continuation portion of the life insurance coverage you have on the date of your termination for the remainder of the Term of Employment, and (vi) eligible Option that has accelerated in vesting pursuant to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives participate upon your termination hereunder (the “Retiree Medical Plan”) in accordance with its terms upon your termination and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coveragethis Section 8(b)(iii).
(c) Subject to your compliance with Sections 10 and 11, in In the event of your Termination for Death or Total Disability, you the vesting and exercisability of the Option shall be immediately accelerated by that portion of the shares subject to the Option that would have vested and become exercisable during the twelve (or your beneficiary, as applicable12) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after following the date of such termination; and you or your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on estate will have until one year after the number of days you were employed by Intersil during the calendar year effective date of your Termination for Death death or Disability divided by 365) disability to exercise the Option to the extent that it was vested as of your Target Bonus for the year effective date of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, payable within 30 days following your termination; (iii) with respect to options or DSUs granted to you by Intersilprovided, (A) granted full however, that in the event that applicable provisions of the Intuit Inc. 1993 Equity Incentive Plan provide for additional acceleration of vesting on all of your Converted Optionsor a longer exercisability period, and (B) immediately credited with additional vesting service credit for such provisions will govern the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards and Post-2005 Awards and (iv) with respect to Performance Shares, entitled to vesting of a pro-rated number of unvested Performance Shares to the extent the applicable performance levels are achieved (prorated based on the number of days you were employed by Intersil from the Effective Date until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awards, will be equal to the lesser of twelve months or the remaining term treatment of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement.
(d) If any payments due under your severance and other benefits provided for in this Section 7 or otherwise would subject you to any penalty tax imposed under 8 constitute “parachute payments” within the meaning of Section 409A 280G of the Code if such payments were made as required aboveand, then the payments that cause the imposition of such penalty tax shall but for this subsection, would be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (Internal Revenue Code, then your severance and other benefits under this Section 8 will be payable, at your election, either in full or in such lesser amount as would result, after taking into account the “Excise Tax”)applicable federal, state and if local income taxes and the net excise tax imposed by Section 4999, in your receipt on an after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed basis of the net after-tax amount you would receive if the greatest amount of such payments severance and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountantsother benefits.
(fe) Subject to Section 7(e), no No payments due you hereunder shall be subject to mitigation or offset.
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Sources: Separation Agreement (Intuit Inc)
Separation Benefits. Upon termination of your employment with Intersil for any reason during the Term of Employment, you will receive payment for all unpaid salary and vacation accrued to the date of your termination of employment; and your benefits will be continued under Intersil’s then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Subject to your compliance with Sections 10 9 and 1110, under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you will not be entitled to any other compensation, award or damages with respect to your employment or termination (except to the extent you are entitled to benefits under your Executive Change in Control Severance Benefits Agreement with Intersil dated May 10, 2002as of even date herewith, as amended (the “Severance Benefits Agreement”), in lieu of any benefits provided below, in the event of a Covered Termination (as defined in the Severance Benefits Agreement)).
(a) In the event of your Voluntary Termination or Termination for Cause during the Term of Employment, you will not be entitled to any cash severance benefits, additional vesting of shares of restricted stock, DSUs, options or other equity compensation or post-termination death or medical benefits as described in Section 7(b).
(b) Subject to your compliance with Sections 10 9 and 1110, in the event of your Involuntary Termination or Termination without Cause during the Term of Employment, you will be: (i) entitled to continuance of your Base Salary for a period of two years (less applicable deductions and withholdings) payable in accordance with Intersil’s normal payroll practices; (ii) entitled to the a payment of one-half of your full Target Bonus (without regard to satisfaction of any target performance objectives) with respect to each $287,500 within 30 days of the subsequent four semi-first two March 1 and September 1 following your termination of employment, each such payment being adjusted to an amount equal to $287,500 multiplied by the fraction whose numerator is the annual target bonus payment periods payable at for the same time such year in which the Covered Termination takes place and whose denominator is $575,000 in the event that Executive’s annual target bonus is payable to other senior executives of Intersilfor the year in which the Covered Termination takes place differs from $575,000 per year; (iii) with respect to your stock options and DSUs granted to you by Intersil (A) on or after 2006 (“Post-2005 Awards”)DSUs, entitled to acceleration of vesting in an amount equal to the amount that would have vested over the eighteen (18) month period commencing on the date of your termination (but in no event shall any such award of Post-2005 Awards be less than 50% vested upon an Involuntary Termination or Termination without Cause), with such Post-2005 Awards awards being exercisable in accordance with the terms of such grants, (B) between the commencement date of the Prior Agreement and the December 31, 2005 (“Prior Agreement Awards”), entitled to full acceleration of vesting on all of your Prior Agreement Awards and you will have twenty-four (24) months from your termination date (or the remaining term of the applicable award grant if shorter than 24 months) to exercise such outstanding Prior Agreement Awards; and (C) upon conversion of options to purchase common stock of Elantec Semiconductor, Inc. (“Converted Options”) entitled to full acceleration of vesting on all of your Converted Options and you will have twelve (12) months from your termination date (or the remaining term of the applicable option grant if shorter than 12 months) to exercise such outstanding Converted Options; (iv) with respect to the extent applicable performance levels are achievedPDSUs, entitled to vesting of a pro-rated number of unvested Performance Shares PDSUs with the number of shares payable to you with respect to a particular PDSU grant being determined using Intersil’s financial performance relative to its peer group (pro-rated or such other measure of Company performance that may be specified by the Compensation Committee for a particular PDSU grant) as measured for the period beginning January 1 of the calendar year in which such PDSU was granted and ending on the last day of the fiscal quarter immediately preceding the date on which your Involuntary Termination or Termination without Cause occurred (prorated based on the number of days you were employed by Intersil that have passed from the Effective Date date the PDSUs were granted to you until the date of your Involuntary Termination or Termination for Cause (not to exceed 1,095 1095 days) divided by the entire performance period (i.e., 1095 1,095 days for a three-year period)); (v) entitled eligible to continuation of the convert your and your covered dependents' life insurance coverage to individual policies and Intersil shall reimburse you have on for the applicable premium(s) paid by you with respect to such policies until the earlier of (i) the date on which your Employment Term ends and (ii) the one year anniversary of your termination for the remainder of the Term of Employment, and date; (vi) if you qualify, eligible to participate, along with your spouse, in the retiree medical plan maintained by Intersil in which senior executives employees participate upon your termination hereunder (the “Retiree Medical Plan”) upon your termination (in accordance with its terms upon your termination termination) and Intersil will make the full payment of the premiums for coverage of you and your spouse under the Retiree Medical Plan; provided, however, that if the Retiree Medical Plan is terminated with respect to all other employees of Intersil after your termination of employment hereunder, you shall no longer be provided coverage under the Retiree Medical Plan; and provided, further, however, that Intersil shall cease paying your premiums under the Retiree Medical Plan when you become eligible for Medicare or become covered under another employer’s medical plan. You agree to immediately notify Intersil if you become eligible for Medicare or covered by another employer’s medical plan. You will not be reimbursed for the income or employment taxes payable due to the payment of your premiums due under the Retiree Medical Plan or your continuation of life insurance coverage; and (vii) eligible to continue, at Intersil’s expense on a tax-neutral basis, your medical benefits providing for coverage or payment in the event of your (or your covered dependents’) illness or injury that were provided to you, whether taxable or non-taxable and whether funded through insurance or otherwise under any benefits plan or program maintained by Intersil on the same terms and conditions as in effect immediately prior to your termination for a period of one (1) year following your termination, if you do not quality to participate in Intersil’s Retiree Medical Plan.
(c) Subject to your compliance with Sections 10 9 and 1110, in the event of your Termination for Death or Disability, you (or your beneficiary, as applicable) will be: (i) entitled to a single lump sum severance payment equal 12 months of your Base Salary payable within 30 days after the date of your Termination for Death or Disability; (ii) entitled to a single lump sum payment equal to a pro-rata portion (based on the number of days you were employed by Intersil during the calendar year of your Termination for Death or Disability occurs divided by 365) of your Target Bonus for the year a payment of Termination for Death or Disability, without regard to satisfaction of any target performance objectives, $575,000 payable within 30 days following your terminationTermination for Death or Disability; (iii) with respect to options or DSUs granted to you by Intersil, (A) granted full acceleration of vesting on all of your Converted Options, and (B) immediately credited with additional vesting service credit for the twelve-month period commencing on the date of your Termination for Death or Disability with respect to all Prior Agreement Awards your stock options and Post-2005 Awards DSUs and (iv) with respect to Performance SharesPDSUs, entitled to vesting of a pro-rated number of unvested Performance Shares PDSUs with the number of shares payable to you with respect to a particular PDSU grant being determined using Intersil’s financial performance relative to its peer group (or such other measure of Company performance that may be specified by the extent Compensation Committee for a particular PDSU grant) as measured for the applicable performance levels are achieved period beginning on January 1 of the calendar year in which such PDSU was granted and ending on the last day of the fiscal quarter immediately preceding the date on which your Termination for Death or Disability occurred (prorated based on the number of days you were employed by Intersil that have passed from the Effective Date date the PDSUs were granted to you until the date of your Termination for Death or Disability (not to exceed 1095 days) divided by the entire performance period (i.e., 1,095 days for a three-year period)). Following your Termination for Death or Disability, the exercise period with respect to your Post-2005 Awardsstock options, will be equal to the lesser of twelve months or the remaining term of the applicable stock option. The exercise period for Prior Agreement Awards and Converted Options shall be determined under the terms of the applicable awards agreement.
(d) If any payments due under this Section 7 or otherwise would subject you to any penalty tax imposed under Section 409A of the Code if such payments were made as required above, then the payments that cause the imposition of such penalty tax shall be payable in one lump sum on the first day which is at least six months after the date of your separation of service as set forth in Section 409A of the Code and the regulations and other official guidance thereunder.
(e) If all or any portion of the amounts payable or benefits provided to you under this Employment Agreement or otherwise are “excess parachute payments” and are subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and if the net after-tax amount (taking into account all applicable taxes payable by you, including without limitation any Excise Tax) that you would receive with respect to such payments or benefits does not exceed the net after-tax amount you would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to you without the imposition of the Excise Tax, then, only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced, in the order and of the type mutually agreed to by you and Intersil. The calculations required under this Section 7(e) shall be prepared by Intersil and reviewed for accuracy by you and Intersil’s regular certified public accountants.
(f) Subject to Section 7(e), no payments due you hereunder shall be subject to mitigation or offset. Any reimbursement or payment of premiums or other costs by Intersil pursuant to this Section shall be made no later than the end of the calendar year following the calendar year in which the applicable premium or other cost is incurred by you.
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