Severance Compensation. (a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) after the Full Start Date, the Company shall: (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement.. (b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Date, the Company shall pay to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to any bonus for the year in which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such plans. (c) If Employee's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d). (d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any other rights to any compensation or damages from the Company for breach of contract. (e) Employee acknowledges that in the event of termination of Employee's employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If Employeethe Consultant's employment engagement is terminated pursuant to Section 4(e8(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 8(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Datedisability), the Company shall pay to Employee (the Consultant or Employee's his estate or beneficiary, as the case may be) any unpaid base salary his full Consulting Fee through the Date end of Termination the month of the Consultant's death or disability, and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee Consultant or his estate shall not be entitled to a prorated share of any bonus other compensation or benefits as provided under Sections 3 or 4 hereof for the calendar year during which his death or disability occurred. Notwithstanding the foregoing, if (i) the Consultant's engagement is terminated due to a disability; (ii) the Consultant is a named beneficiary on a disability policy paid for by the Company; and (iii) the Consultant is denied all or some disability benefits under such a disability policy, then the Company shall pay the Consultant such gross amounts as are equivalent to the disability benefits that were denied the Consultant. Provided, however, that in which no event shall the Date of Termination occursCompany be required to pay the Consultant more than the annual Consulting Fee that he would have earned under this Agreement during any particular year. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee Such amounts shall be participating paid through the end of the Consulting Period at the same time and in the same manner as if the Consultant's engagement had not terminated. Any disability benefits that the Consultant does receive shall be offset against any amounts paid to the Consultant pursuant to this Section. The Consultant agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If the Consultant's engagement is terminated pursuant to Section 8(c) (by the Company For Cause), the Consultant's compensation and all benefits set forth in Section 8 of this Agreement shall cease as of the date of termination. In the event of termination of employment shall be determined in accordance with such plans.
(c) If Employeethe Consultant's employment is terminated by the Company engagement pursuant to Section 4(d8(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any the Consultant the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee the Consultant giving rise to termination under Section 4(d8(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against the Consultant in connection with such acts or omissions.
(c) If the Consultant's engagement is terminated pursuant to Section 8(d) (by the Company Other Than For Cause) prior to the end of the Consulting Period, the Consultant shall be: (A) entitled to continue to receive compensation and benefits in accordance with Sections 3(a), 3(b) and 4 of this Agreement through the end of the Consulting Period, payable at the same time and in the same manner as if the Consultant's engagement had not terminated. The Consultant shall have no duty to seek other employment or another engagement, and if the Consultant does so, any income therefrom shall not be credited against amounts due hereunder.
(d) Employee If the Consultant terminates his engagement in breach of this Agreement prior to the end of the Consulting Period, the Consultant shall as of the date of termination cease to be entitled to any compensation hereunder. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due the Consultant any damages suffered as a result of such breach.
(e) The Consultant acknowledges that the Company has the right to terminate Employeethe Consultant's employment without cause engagement Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employeethe Consultant. Accordingly, in the event of such termination, Employee the Consultant shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(ef) Employee The Consultant acknowledges that in the event of termination of Employee's employment his engagement for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) he shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 59. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee the Consultant shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) after the Full Start Date, the Company shall: (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Date, the Company shall pay to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to any bonus for the year in which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such plans.
(c) If Employee's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d).
(d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in In the event of such terminationa Termination, Employee shall be entitled only to those receive all compensation earned and all benefits specifically provided in this Section 5and reimbursements due through the Termination Date. In addition, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(e) Employee acknowledges that in the event of termination of that Employee's employment status as an employee of the Company terminates for any reason, other than a Voluntary Resignation, termination for Cause or death or Disability, Employee shall receive ninety (nor 90) days (or such longer period as the Board shall determine) of Employee's estatethen current salary and benefits (the "Severance Compensation"). Such salary shall be payable in one lump sum upon the Termination Date.
(b) For the purposes of this Agreement, heirs, beneficiaries (i) termination for "Cause" shall be: (A) the conviction of Employee of any crime involving the property or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy business of the Company which provides or any felonious crime detrimental to the Company; or (B) the Employee's repeated, reckless misconduct and failure to cure such action within twenty (20) days after written demand for severance substantial improvement in performance with reasonable detail is delivered to its officers or the Employee by the Board; (ii) "Disability" means Employee's permanent disability which, in the opinion of the Board, materially impairs Employee's ability to perform his duties under this Agreement; (iii) "Voluntary Resignation" means the Employee's voluntary resignation from employment, excluding a voluntary resignation as a result of Constructive Termination; and (iv) "Constructive Termination" means (A) a material reduction in salary and benefits other than a reduction applied to all employees, (B) a requirement to relocate without the Employee's consent beyond 25 miles from the principal offices of the Company in Saratoga, California, (C) a change in Employee's title from President, Chief Executive Officer and Employee shall not be entitled Chairman of the Board, or (D) a material reduction in responsibilities reasonably accorded to any benefits under any such plan or policyand expected of the President, Chief Executive Officer and Chairman of the Board of a company.
Appears in 1 contract
Sources: Repurchase Agreement (Talk City Inc)
Severance Compensation. The Company may terminate Executive’s employment by providing written notice of the termination date pursuant to Section 12(h), subject to any additional notice requirements for a termination for “Cause” set forth in Section 12(c).
(a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) after terminates Executive’s employment for a reason other than Executive’s death, Disability, or Cause, or if Executive terminates his employment for Good Reason, and with respect to clause (iv), subject to Executive’s satisfying the Full Start DateRelease conditions described in Section 6(c), then the Company shallshall pay or provide all of the following to Executive: (i) until reimbursement of any and all reasonable business expenses paid or incurred by Executive through the Benefits Termination Datetermination date in connection with and related to the performance of Executive’s duties and responsibilities for the Company; (ii) receipt of any accrued but unused vacation through the termination date in accordance with Company policy, continue to pay (A) pay to Employee salary at the rate as in effect on as of the Date date of Terminationtermination; (iii) receipt of any earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company; and (Biv) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans receipt of an amount equal to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance portion of the Company for the yearExecutive’s Base Salary, all as set forth in Section 6(b) below (all of these payments listed in clauses (i) through (iv) are collectively the bonus plan adopted pursuant to Section 3(b) of this Agreement..“Separation Payment”).
(b) If Employee's employment is terminated The Base Salary portion of the Separation Payment described in Section 6(a)(iv) above shall be six (6) months of Executive’s Base Salary (at the rate that was in effect at the time of termination), less Base Salary paid to Executive for any reason other than portion of the Notice Period (defined below) that Executive is directed by the Company without cause after the Full Start Date, the Company shall pay not to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to any bonus for the year in which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such planswork.
(c) If Employee's employment is terminated by Subject to the condition that Executive executes an agreement releasing the Company and its affiliates from any liability associated with Executive’s employment with the Company in form and terms satisfactory to the Company (the “Release”) and that all time periods imposed by law permitting cancellation or revocation of the Release by Executive shall have passed or expired (the “Release Effective Date”), the Company will pay Executive any amount owed pursuant to Section 4(d6(a)(iv) on the Company’s regular payroll dates starting on the first payroll date following the Release Effective Date (by and the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payment on such first payroll date will include all payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d).
(d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall were not be a breach of this Agreement or any other express or implied agreement paid between the Company last day of employment and Employeesuch first payroll date). Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(e) Employee acknowledges that in the event of termination of Employee's employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of Notwithstanding the foregoing, this Section supersedes any plan or policy if the Release could become effective during the calendar year following the calendar year of the Company which provides for severance to its officers or employeesdate of termination, and Employee then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall not be entitled to any benefits under any such plan or policymade earlier than the first day of the calendar year following the calendar year of the date of termination.
Appears in 1 contract
Severance Compensation. (a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) after the Full Start Date), the Company shall: (i) until , for the Benefits Termination Datetwo-year period commencing on the Date of Termination, continue to pay (Ai) pay to Employee salary at the rate in effect on the Date of Termination; and (Bii) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (iiiii) pay to the Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..Car Payments.
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Datecause, the Company shall pay to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to any bonus for the year in which the Date of Termination occursTermination. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such plans.
(c) If Employee's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d).
(d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(e) Employee acknowledges that in the event of termination of Employee's employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If Employee's Executive’s employment is terminated pursuant to Section 4(e4(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 4(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start DateDisability), the Company shall pay to Employee (the Executive or Employee's his estate or beneficiary, as the case may be) any unpaid base salary his full Base Salary through the Date end of Termination the month of Executive’s death or Disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year prior during which his death or Disability occurred. Notwithstanding the foregoing, if (i) Executive’s employment is terminated due to a Disability, and (ii) Executive is denied all or some disability benefits under the applicable disability policy, then Executive shall be entitled to continue to receive his Base Salary from the Company in accordance with Section 3(a) of this Agreement through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to the year in which preceding sentence. Executive agrees to cooperate fully with the Date Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If Executive’s employment is terminated pursuant to Section 4(c) (by the Company For Cause), Executive’s Base Salary and all benefits under Section 3 shall cease as of Termination occurs which has not been paid. Employee the date of termination, and Executive shall not be entitled to any bonus for the calendar year in during which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee employment shall be participating terminated or at any time thereafter. In the date event of termination of Executive’s employment shall be determined in accordance with such plans.
(c) If Employee's employment is terminated by the Company pursuant to Section 4(d4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any Executive the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Executive in connection with such acts or omissions.
(c) If Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to December 31, 2007, Executive shall be entitled to continue to receive (i) his Base Salary in accordance with Section 3(a) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (ii) the benefits provided under Sections 3(b)(ii), 3(e), 3(g), 3(i) and 3(j) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (iii) his compensation under Section 5(e), (iv) any rights he may have under the plans and agreements set forth under Section 3(k) according to their terms, and (v) the annual bonus payable to Executive pursuant to Section 3(b)(i) for the fiscal year in which Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) and the annual bonus for the next fiscal year. If for some reason the Executive is not eligible to participate in the Company’s group plans, the Company shall pay the COBRA premiums associated with Executive’s obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, shall not be credited against amounts due hereunder.
(d) Employee If Executive terminates his employment in breach of this Agreement prior to December 31, 2007, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach.
(e) At December 31, 2007 unless Executive is terminated for Cause, and provided that Executive has fulfilled all of his material obligations hereunder for the entire Employment Term, Executive shall be entitled to severance compensation (the “2008 Severance Compensation”) in an amount equal to Executive’s annual bonus for fiscal year 2008, calculated in accordance with Section 3(b)(i) and Schedule 1 attached hereto as if Executive continued to be employed by the Company for fiscal year 2008. The amount of Executive’s 2008 Severance Compensation shall be calculated and paid to Executive quarterly in arrears through fiscal year 2008. Within thirty (30) days after the end of each quarter in fiscal year 2008, the amount of the 2008 Severance Compensation shall be calculated in accordance with the procedures set forth in Section 3(b)(i) by annualizing the current EBITDA of the Company on the last business day of such quarter. Executive shall be entitled to receive payment of 25%, 50% and 75% of such calculated 2008 Severance Compensation within thirty-five (35) days following the end of the first, second and third quarters, respectively, less any amounts of 2008 Severance Compensation previously paid to Executive. Within 90 days of the end of the Company’s fiscal year 2008, the final amount of Executive’s 2008 Severance Compensation shall be calculated and the Company shall pay to Executive the remainder of any amounts not having been previously paid to Executive pursuant to this Section 5(e).
(f) Executive acknowledges that the Company has the right to terminate Employee's Executive’s employment without cause Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and EmployeeExecutive. Accordingly, in the event of such termination, Employee Executive shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(eg) Employee Executive acknowledges that in the event of termination of Employee's his employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) he shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee Executive shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If EmployeeExecutive's employment is terminated pursuant to Section 4(e4(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 4(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Datedisability), the Company shall pay to Employee (the Executive or Employee's his estate or beneficiary, as the case may be) any unpaid base salary his full Base Salary through the Date end of Termination the month of Executive's death or disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year prior during which his death or disability occurred.
(b) If Executive's employment is terminated pursuant to Section 4(c) (by the year in which Company For Cause), Executive's Base Salary and all benefits under Section 3 shall cease as of the Date date of Termination occurs which has not been paid. Employee termination, and Executive shall not be entitled to any bonus for the calendar year in during which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee employment shall be participating terminated or at any time thereafter. In the date event of termination of employment shall be determined in accordance with such plans.
(c) If EmployeeExecutive's employment is terminated by the Company pursuant to Section 4(d4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any Executive the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Executive in connection with such acts or omissions. The foregoing shall not be construed to limit any claim, defense, or other right that Executive may have against the Company.
(c) If Executive's employment is terminated pursuant to Section 4(d) (Other Than For Cause) prior to the end of the Employment Term, Executive shall be entitled to continue to receive (i) his Base Salary in accordance with Section 3(a) of this Agreement, and (ii) the benefits provided under Sections 3(e), 3(g) and 3(i) of this Agreement, for a period of 12 months from the date of such termination (the "SEVERANCE PERIOD"), payable at the same time and in the same manner as if Executive's employment had not terminated. If for some reason the Executive is not eligible to participate in the Company's group plans, the Company shall pay the COBRA premiums associated with Executive's obtaining comparable benefits. If Executive obtains other employment during the Severance Period, any income therefrom that is earned during the Severance Period shall be credited against amounts due hereunder and payment of the benefits provided under Sections 3(e), 3(g) and 3(i) of this Agreement shall cease on the date Executive becomes eligible for group health benefits with his new employer.
(d) Employee If Executive terminates his employment in breach of this Agreement prior to the end of the Employment Term, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach.
(e) Executive acknowledges that the Company has the right to terminate EmployeeExecutive's employment without cause Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and EmployeeExecutive. Accordingly, in the event of such termination, Employee Executive shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement and the Consulting Agreement, if applicable, in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(ef) Employee Executive acknowledges that in the event of termination of Employee's his employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) he shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee Executive shall not be entitled to any benefits under any such plan or policy.
(g) Notwithstanding any contrary provision herein, if Executive's employment is terminated by the Company pursuant to Section 4(d) (Other Than For Cause), Executive shall receive the following courtesies and cooperation from the Company: (i) the Company shall maintain a voice-mail box on its phone system for Executive's use for not less than three (3) months, subject to Executive not identifying himself as an officer or employee of the Company in connection with any recorded information thereon; (ii) whether previously owned by Executive or the Company, Executive shall have title and right of exclusive possession of his laptop computer and his personal digital assistant/Blackberry (subject to his assumption of any ongoing lease obligation and all monthly service charges incurred in connection therewith); and (iii) the Company shall pay for appropriate outplacement services for six (6) months. Nothing in this paragraph shall allow Executive to retain Confidential Information of the Company without the Company's consent.
Appears in 1 contract
Severance Compensation. (a) If EmployeeExecutive's employment is terminated pursuant to Section 4(e4(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 4(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Datedisability), the Company shall pay to Employee (the Executive or Employee's his estate or beneficiary, as the case may be) any unpaid base salary his full Base Salary through the Date end of Termination the month of Executive's death or disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year prior during which his death or disability occurred. Notwithstanding the foregoing, if (i) Executive's employment is terminated due to a disability, and (ii) Executive is denied all or some disability benefits under the year applicable disability policy, then Executive shall be entitled to continue to receive his Base Salary from the Company in which accordance with Section 3(a) of this Agreement through the Date end of Termination occurs which has the Employment Term, payable at the same time and in the same manner as if Executive's employment had not been paidterminated. Employee Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to this Section. Executive agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If Executive's employment is terminated pursuant to Section 4(c) (by the Company For Cause), Executive's Base Salary and all benefits under Section 3 shall cease as of the date of termination, and Executive shall not be entitled to any bonus for the calendar year in during which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee employment shall be participating terminated or at any time thereafter. In the date event of termination of employment shall be determined in accordance with such plans.
(c) If EmployeeExecutive's employment is terminated by the Company pursuant to Section 4(d4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any Executive the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Executive in connection with such acts or omissions.
(c) If Executive's employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to the end of the Employment Term, Executive shall be entitled to continue to receive (i) his Base Salary in accordance with Section 3(a) of this Agreement, (ii) double the Annual Financial Performance Bonus in accordance with Section 3(b)(i) of this Agreement, and (iii) the benefits provided under Sections 3(e), 3(g) and 3(i) of this Agreement, through the end of the Employment Term, payable at the same time and in the same manner as if Executive's employment had not terminated. If for some reason the Executive is not eligible to participate in the Company's group plans, the Company shall pay the COBRA premiums associated with Executive's obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, including any amounts payable under the Consulting Agreement, shall not be credited against amounts due hereunder.
(d) Employee If Executive terminates his employment in breach of this Agreement prior to the end of the Employment Term, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach.
(e) Executive acknowledges that the Company has the right to terminate EmployeeExecutive's employment without cause Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and EmployeeExecutive. Accordingly, in the event of such termination, Employee Executive shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement and the Consulting Agreement, if applicable, in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(ef) Employee Executive acknowledges that in the event of termination of Employee's his employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) he shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 55 or in the Consulting Agreement. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee Executive shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If Employeethe Consultant's employment engagement is terminated pursuant to Section 4(e8(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 8(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Datedisability), the Company shall pay to Employee (the Consultant or Employee's his estate or beneficiary, as the case may be) any unpaid base salary his full Consulting Fee through the Date end of Termination the month of the Consultant's death or disability, and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee Consultant or his estate shall not be entitled to a prorated share of any bonus other compensation or benefits as provided under Sections 3 or 4 hereof for the calendar year during which his death or disability occurred. Notwithstanding the foregoing, if (i) the Consultant's engagement is terminated due to a disability; (ii) the Consultant is a named beneficiary on a disability policy paid for by the Company; and (iii) the Consultant is denied all or some disability benefits under such a disability policy, then the Company shall pay the Consultant such gross amounts as are equivalent to the disability benefits that were denied the Consultant. Provided, however, that in which no event shall the Date of Termination occursCompany be required to pay the Consultant more than the annual Consulting Fee that he would have earned under this Agreement during any particular year. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee Such amounts shall be participating paid through the end of the Consulting Period at the same time and in the same manner as if the Consultant's engagement had not terminated. Any disability benefits that the Consultant does receive shall be offset against any amounts paid to the Consultant pursuant to this Section. The Consultant agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If the Consultant's engagement is terminated pursuant to Section 8(c) (by the Company For Cause), the Consultant's compensation and all benefits set forth in Section 8 of this Agreement shall cease as of the date of termination. In the event of termination of employment shall be determined in accordance with such plans.
(c) If Employeethe Consultant's employment is terminated by the Company engagement pursuant to Section 4(d8(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any the Consultant the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee the Consultant giving rise to termination under Section 4(d8(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against the Consultant in connection with such acts or omissions.
(c) If the Consultant's engagement is terminated pursuant to Section 8(d) (by the Company Other Than For Cause) prior to the end of the Consulting Period, the Consultant shall be: (A) entitled to continue to receive compensation in accordance with Section 3 of this Agreement through the end of the Consulting Period and (B) entitled to continue to receive benefits in accordance with Section 4 of this Agreement through the end of the Consulting Period and for twelve (12) months thereafter, both payable at the same time and in the same manner as if the Consultant's engagement had not terminated. The Consultant shall have no duty to seek other employment or another engagement, and if the Consultant does so, any income therefrom shall not be credited against amounts due hereunder.
(d) Employee If the Consultant terminates his engagement in breach of this Agreement prior to the end of the Consulting Period, the Consultant shall as of the date of termination cease to be entitled to any compensation hereunder. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due the Consultant any damages suffered as a result of such breach.
(e) The Consultant acknowledges that the Company has the right to terminate Employeethe Consultant's employment without cause engagement Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employeethe Consultant. Accordingly, in the event of such termination, Employee the Consultant shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(ef) Employee The Consultant acknowledges that in the event of termination of Employee's employment his engagement for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) he shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 59. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee the Consultant shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If Employee's employment is terminated pursuant Subject to Section 4(e3(b) (below, in the event of a Severance Compensation Trigger, the Executive shall be entitled to be paid compensation by the Company without causepursuant to the terms and subject to the conditions set forth below (“Severance Compensation”):
(i) after In lieu of any further salary payments to the Full Start DateExecutive for periods subsequent to the Date of Termination, the Company shall: (i) until shall pay to the Benefits Executive not later than the fourteenth day following the Date of Termination Date, continue a lump sum severance payment equal to pay the sum of:
(A) pay amount equal to Employee three times (3x) the Executive’s annual base salary at the rate in effect on the Date of Termination; and Termination (the “Base Salary”);
(B) pay for Employee's an amount equal to three times (and his immediate family's3x):
(1) participation in group medical, life, dental, disability and similar plans the amount of the highest bonus compensation paid to the extent permitted Executive with respect to the last three complete fiscal years, and
(2) the contribution, if any, paid by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth benefit of the Executive to any 401(k) Plan in the bonus plan adopted pursuant to Section 3(b) of this Agreement..last complete fiscal year.
(bii) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Date, the The Company shall pay to Employee (or Employee's estate or beneficiary, as provide the case may be) any unpaid base salary through Executive for a period commencing on the Date of Termination and any bonus for ending on the year prior to earlier of the year in which third anniversary of the Date of Termination or the Executive’s death (the “Benefits Period”), life, health, disability and accident insurance benefits and the package of “Executive benefits” substantially similar, individually and in the aggregate, to those which the Executive was receiving immediately prior to the Notice of Termination, or immediately prior to a Change in Control, if greater, including without limitation, transfer of title of a company automobile, medical, dental, vision, life and pension benefits, as if Executive were continuing as an employee of the Company during the Benefits Period, provided, however, that with respect to the provision of insurance benefits during the Benefits Period, Executive shall be obligated to continue to pay that proportion of premiums paid by the Executive immediately prior to such Notice of Termination or Change in Control, as applicable. The Company shall apply the statutory health care continuation coverage (“COBRA”) provisions as if the Executive were a full-time employee of the Company during the Benefits Period, with the result that (y) the Executive’s spouse and dependents shall be eligible for continued health insurance coverage that is in all respects equivalent to COBRA coverage (“COBRA-Equivalent Coverage”) if an event occurs during the Benefits Period that would have been a “qualifying event” under COBRA had the Executive been an employee of the Company, and (z) the Executive and the Executive’s spouse and dependents shall be eligible for COBRA-Equivalent coverage at the expiration of the Benefits Period and for a period of three years thereafter as if the Executive’s employment with the Company had terminated on the last day of the Benefits Period.
(iii) With respect to all stock options and stock awards granted to the Executive under the Amended and Restated 2002 Stock Plan of LIN TV (collectively, the “Options and Awards”) which has are not been paid. Employee otherwise exercisable or vested on the Date of Termination, such Options and Awards shall be deemed vested and exercisable immediately as of the Date of Termination.
(b) Notwithstanding anything to the contrary contained herein:
(i) If the Severance Compensation under this Section 3, either alone or together with other payments to the Executive from the Company (or any portion of such aggregate payment) would constitute an “excess parachute payment” (as defined in Section 280G of the Code), the Severance Compensation shall be reduced to the largest amount that will result in no portion of the payments under this Section 3 being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Company under Section 280G of the Code.
(ii) If Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, or any successor thereto or as such may be amended hereafter (“Section 409A”), to the extent necessary to satisfy the requirements of Section 409A, any portion of the Severance Compensation under this Section 3 that shall constitute deferred compensation within the meaning of Section 409A shall not be entitled due and payable to any bonus for Executive until the year in which date that is six (6) months after the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such plansTermination.
(c) If Employee's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d).
(d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in the event of such termination, Employee shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(e) Employee acknowledges that in the event of termination of Employee's employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Sources: Severance Compensation Agreement (Lin Television Corp)
Severance Compensation. (a) If EmployeeExecutive's employment is terminated pursuant to Section 4(e4(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 4(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Datedisability), the Company shall pay to Employee (the Executive or Employee's his estate or beneficiary, as the case may be) any unpaid base salary his full Base Salary through the Date end of Termination the month of Executive's death or disability, and Executive or his estate shall be entitled to a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year prior during which his death or disability occurred. Notwithstanding the foregoing, if (i) Executive's employment is terminated due to a disability, and (ii) Executive is denied all or some disability benefits under the year applicable disability policy, then Executive shall be entitled to continue to receive his Base Salary from the Company in which accordance with Section 3(a) of this Agreement through the Date end of Termination occurs which has the Employment Term, payable at the same time and in the same manner as if Executive's employment had not been paidterminated. Employee Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to this Section. Executive agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If Executive's employment is terminated pursuant to Section 4(c) (by the Company For Cause), Executive's Base Salary and all benefits under Section 3 shall cease as of the date of termination, and Executive shall not be entitled to any bonus for the calendar year in during which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee employment shall be participating terminated or at any time thereafter. In the date event of termination of employment shall be determined in accordance with such plans.
(c) If EmployeeExecutive's employment is terminated by the Company pursuant to Section 4(d4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any Executive the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Executive in connection with such acts or omissions.
(c) If Executive's employment is terminated pursuant to Section 4(d)) (by the Company Other Than For Cause) prior to the end of the Employment Term, Executive shall be entitled to continue to receive his Base Salary in accordance with Section 3(a) of this Agreement and double the Annual Financial Performance Bonus in accordance with Section 3(b)(i) of this Agreement through the end of the Employment Term, payable at the same time and in the same manner as if Executive's employment had not terminated. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, including any amounts payable under the Consulting Agreement, shall not be credited against amounts due hereunder.
(d) Employee If Executive terminates his employment in breach of this Agreement prior to the end of the Employment Term, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach.
(e) Executive acknowledges that the Company has the right to terminate EmployeeExecutive's employment without cause Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and EmployeeExecutive. Accordingly, in the event of such termination, Employee Executive shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement and the Consulting Agreement, if applicable, in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(ef) Employee Executive acknowledges that in the event of termination of Employee's his employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) he shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 55 or in the Consulting Agreement. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee Executive shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If EmployeeIn the event that the Company terminates the Executive's employment is terminated under this Agreement without "cause" pursuant to Section 4(eparagraph 7(a)(i) (hereof, the Executive shall be entitled to any unpaid Base Salary, bonus and benefits accrued and earned by him hereunder up to and including the effective date of such termination and the Company without causeshall pay the Executive monthly an amount equal to one-twelfth (1/12) after of the Full Start Date, the Company shall: (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate Base Salary in effect on the Date date of Termination; and such termination for a period of up to twelve (B12) pay for Employee's months if the Executive fully complies with paragraph 12 of this Agreement (and his immediate family's) participation the "Severance Payment"). Notwithstanding the foregoing, the Company, in group medicalits sole discretion, life, dental, disability and similar plans may elect to make the Severance Payment to the extent permitted by the plan; and Executive in one lump sum due within thirty (ii30) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance days of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) Executive's termination of this Agreement..employment.
(b) If EmployeeIn the event of termination of the Executive's employment is terminated under this Agreement for any reason other than by "cause" or if the Company without cause after the Full Start DateExecutive voluntarily terminates his employment hereunder, the Company Executive shall pay to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to no further compensation or other benefits under this Agreement, except only as to any unpaid Base Salary, bonus for the year in which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at accrued and earned by him hereunder up to and including the effective date of termination of employment shall be determined in accordance with such planstermination.
(c) If EmployeeRegardless of the reason for termination of the Executive's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause)hereunder, bonuses and subject to applicable law and regulations, the Company benefits shall be entitled to offset against prorated for any payments due Employee any loss or damage which the Company shall suffer as a result period of the acts or omissions employment not covering an entire year of Employee giving rise to termination under Section 4(d)employment.
(d) Employee acknowledges that Notwithstanding anything to the Company has contrary in this paragraph 8, the Company's obligation to pay, and the Executive's right to receive, any compensation under this paragraph 8, including, without limitation, the Severance Payment, shall terminate Employeeupon the Executive's employment without cause and that such termination shall not be a breach of this any provision of paragraph 12 hereof or the Executive's breach of any provision of that certain Reimbursement Agreement or any other express or implied agreement by and between the Company Executive and EmployeeSun Communities Operating Limited Partnership. AccordinglyIn addition, in the event of such termination, Employee Executive shall be entitled only to those benefits specifically provided in this Section 5, and shall not have any other rights to promptly forfeit any compensation or damages received from the Company for under this paragraph 8, including, without limitation, the Severance Payment, upon the Executive's breach of contractany provision of paragraph 12 hereof.
(e) Employee acknowledges that in the event of termination of Employee's employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If EmployeeExecutive's employment is terminated pursuant to Section 4(e4(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 4(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start DateDisability), the Company shall pay to Employee (the Executive or Employee's her estate or beneficiary, as the case may be) any unpaid base salary her full Base Salary through the Date end of Termination the month of Executive's death or Disability, and Executive or her estate shall be entitled to a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year prior during which her death or Disability occurred. Notwithstanding the foregoing, if (i) Executive's employment is terminated due to a Disability, and (ii) Executive is denied all or some disability benefits under the year applicable disability policy, then Executive shall be entitled to continue to receive her Base Salary from the Company in which accordance with Section 3(a) of this Agreement through the Date end of Termination occurs which has the Employment Term, payable at the same time and in the same manner as if Executive's employment had not been paidterminated. Employee Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to this Section. Executive agrees to cooperate fully with the Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If Executive's employment is terminated pursuant to Section 4(c) (by the Company For Cause), Executive's Base Salary and all benefits under Section 3 shall cease as of the date of termination, and Executive shall not be entitled to any bonus for the calendar year in during which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee her employment shall be participating terminated or at any time thereafter. In the date event of termination of employment shall be determined in accordance with such plans.
(c) If EmployeeExecutive's employment is terminated by the Company pursuant to Section 4(d4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any Executive the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Executive in connection with such acts or omissions.
(c) If Executive's employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to the end of the Employment Term, Executive shall be entitled to continue to receive (i) her Base Salary in accordance with Section 3(a) of this Agreement, and (ii) the benefits provided under Sections 3(e), 3(g) and 3(i) of this Agreement, through the end of the Employment Term, payable at the same time and in the same manner as if Executive's employment had not terminated. If for some reason the Executive is not eligible to participate in the Company's group plans, the Company shall pay the COBRA premiums associated with Executive's obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, including any amounts payable under the Consulting Agreement, shall not be credited against amounts due hereunder.
(d) Employee If Executive terminates her employment in breach of this Agreement prior to the end of the Employment Term, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach.
(e) Executive acknowledges that the Company has the right to terminate EmployeeExecutive's employment without cause Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and EmployeeExecutive. Accordingly, in the event of such termination, Employee Executive shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement and the Consulting Agreement, if applicable, in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(ef) Employee Executive acknowledges that in the event of termination of Employee's her employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) she shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 55 or in the Consulting Agreement. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee Executive shall not be entitled to any benefits under any such plan or policy.
Appears in 1 contract
Severance Compensation. (a) If Employee's Executive’s employment is terminated pursuant to Section 4(e4(a) (by the Company without causedeath) after the Full Start Date, the Company shall: or Section 4(b) (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start DateDisability), the Company shall pay to Employee (the Executive or Employee's her estate or beneficiary, as the case may be) any unpaid base salary her full Base Salary through the Date end of Termination the month of Executive’s death or Disability, and Executive or her estate shall be entitled to a prorated share of any bonus or benefits as provided under Section 3 hereof for the calendar year prior during which her death or Disability occurred. Notwithstanding the foregoing, if (i) Executive’s employment is terminated due to a Disability, and (ii) Executive is denied all or some disability benefits under the applicable disability policy, then Executive shall be entitled to continue to receive her Base Salary from the Company in accordance with Section 3(a) of this Agreement through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated. Any disability benefits that Executive does receive shall be offset against any amounts payable to Executive pursuant to the year in which preceding sentence. Executive agrees to cooperate fully with the Date Company and the disability insurance carrier with respect to any claim for disability benefits.
(b) If Executive’s employment is terminated pursuant to Section 4(c) (by the Company For Cause), Executive’s Base Salary and all benefits under Section 3 shall cease as of Termination occurs which has not been paid. Employee the date of termination, and Executive shall not be entitled to any bonus for the calendar year in during which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee her employment shall be participating terminated or at any time thereafter. In the date event of termination of Executive’s employment shall be determined in accordance with such plans.
(c) If Employee's employment is terminated by the Company pursuant to Section 4(d4(c) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any Executive the loss or damage and damage, if any, which shall have been suffered by the Company shall suffer as a result of the acts or omissions of Employee Executive giving rise to termination under Section 4(c). The foregoing shall not be construed to limit any cause of action, claim or other rights which the Company may have against Executive in connection with such acts or omissions.
(c) If Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) prior to December 31, 2007, Executive shall be entitled to continue to receive (i) her Base Salary in accordance with Section 3(a) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (ii) the benefits provided under Sections 3(b)(ii), 3(e), 3(g), 3(i) and 3(j) of this Agreement, through December 31, 2007, payable at the same time and in the same manner as if Executive’s employment had not terminated, (iii) her compensation under Section 5(e), (iv) any rights she may have under the plans and agreements set forth under Section 3(k) according to their terms, and (v) the annual bonus payable to Executive pursuant to Section 3(b)(i) for the fiscal year in which Executive’s employment is terminated pursuant to Section 4(d) (by the Company Other Than For Cause) and the annual bonus for the next fiscal year. If for some reason the Executive is not eligible to participate in the Company’s group plans, the Company shall pay the COBRA premiums associated with Executive’s obtaining comparable benefits. Executive shall have no duty to seek other employment upon such termination, and if Executive does so, any income therefrom, shall not be credited against amounts due hereunder.
(d) Employee If Executive terminates her employment in breach of this Agreement prior to December 31, 2007, Executive shall as of the date of termination cease to be entitled to Base Salary, benefits or bonuses. In addition, the Company shall be entitled to seek any other available remedies pursuant to this Agreement or otherwise for such breach, and to offset against any amounts due Executive any damages suffered as a result of such breach.
(e) At December 31, 2007 unless Executive is terminated for Cause, and provided that Executive has fulfilled all of her material obligations hereunder for the entire Employment Term, Executive shall be entitled to severance compensation (the “2008 Severance Compensation”) in an amount equal to Executive’s annual bonus for fiscal year 2008, calculated in accordance with Section 3(b)(i) and Schedule 1 attached hereto as if Executive continued to be employed by the Company for fiscal year 2008. The amount of Executive’s 2008 Severance Compensation shall be calculated and paid to Executive quarterly in arrears through fiscal year 2008. Within thirty (30) days after the end of each quarter in fiscal year 2008, the amount of the 2008 Severance Compensation shall be calculated in accordance with the procedures set forth in Section 3(b)(i) by annualizing the current EBITDA of the Company on the last business day of such quarter. Executive shall be entitled to receive payment of 25%, 50% and 75% of such calculated 2008 Severance Compensation within thirty-five (35) days following the end of the first, second and third quarters, respectively, less any amounts of 2008 Severance Compensation previously paid to Executive. Within 90 days of the end of the Company’s fiscal year 2008, the final amount of Executive’s 2008 Severance Compensation shall be calculated and the Company shall pay to Executive the remainder of any amounts not having been previously paid to Executive pursuant to this Section 5(e).
(f) Executive acknowledges that the Company has the right to terminate Employee's Executive’s employment without cause Other Than For Cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and EmployeeExecutive. Accordingly, in the event of such termination, Employee Executive shall be entitled only to those the compensation and benefits specifically provided for in this Section 5Agreement in the event of such termination, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(eg) Employee Executive acknowledges that in the event of termination of Employee's her employment for any reason, Employee (nor Employee's estate, heirs, beneficiaries or others claiming through Employee) she shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy of the Company which provides for severance to its officers or employees, and Employee Executive shall not be entitled to any benefits under any such plan or policy.
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Severance Compensation. (a) If Employee's employment is terminated pursuant to Section 4(e) (by the Company without cause) after the Full Start Date, the Company shall: (i) until the Benefits Termination Date, continue to pay (A) pay to Employee salary at the rate in effect on the Date of Termination; and (B) pay for Employee's (and his immediate family's) participation in group medical, life, dental, disability and similar plans to the extent permitted by the plan; and (ii) pay to Employee a pro-rated share of any bonus which would have been earned by Employee had Employee been employed the entire year, which bonus is directly tied to, and calculated by reference to, the financial performance of the Company for the year, all as set forth in the bonus plan adopted pursuant to Section 3(b) of this Agreement..
(b) If Employee's employment is terminated for any reason other than by the Company without cause after the Full Start Date, the Company shall pay to Employee (or Employee's estate or beneficiary, as the case may be) any unpaid base salary through the Date of Termination and any bonus for the year prior to the year in which the Date of Termination occurs which has not been paid. Employee shall not be entitled to any bonus for the year in which the Date of Termination occurs. All rights and benefits which Employee or his estate may have under employee benefit plans in which Employee shall be participating at the date of termination of employment shall be determined in accordance with such plans.
(c) If Employee's employment is terminated by the Company pursuant to Section 4(d) (by the Company For Cause), and subject to applicable law and regulations, the Company shall be entitled to offset against any payments due Employee any loss or damage which the Company shall suffer as a result of the acts or omissions of Employee giving rise to termination under Section 4(d).
(d) Employee acknowledges that the Company has the right to terminate Employee's employment without cause and that such termination shall not be a breach of this Agreement or any other express or implied agreement between the Company and Employee. Accordingly, in In the event of such terminationa Termination, Employee shall be entitled only to those receive all compensation earned and all benefits specifically provided in this Section 5and reimbursements due through the Termination Date. In addition, and shall not have any other rights to any compensation or damages from the Company for breach of contract.
(e) Employee acknowledges that in the event of termination of that Employee's employment status as an employee of the Company terminates for any reason, other than a Voluntary Resignation, termination for Cause or death or Disability, Employee shall receive ninety (nor 90) days (or such longer period as the Board shall determine) of Employee's estatethen current salary and benefits (the "Severance Compensation"). Such salary shall be payable in one lump sum upon the Termination Date.
(b) For the purposes of this Agreement, heirs, beneficiaries (i) termination for "Cause" shall be: (A) the conviction of Employee of any crime involving the property or others claiming through Employee) shall not be entitled to any severance or other compensation from the Company except as specifically provided in this Section 5. Without limitation on the generality of the foregoing, this Section supersedes any plan or policy business of the Company which provides or any felonious crime detrimental to the Company; or (B) the Employee's repeated, reckless misconduct and failure to cure such action within twenty (20) days after written demand for severance substantial improvement in performance with reasonable detail is delivered to its officers or the Employee by the Board; (ii) "Disability" means Employee's permanent disability which, in the opinion of the Board, materially impairs Employee's ability to perform her duties under this Agreement; (iii) "Voluntary Resignation" means the Employee's voluntary resignation from employment, excluding a voluntary resignation as a result of Constructive Termination; and (iv) "Constructive Termination" means (A) a material reduction in salary and benefits other than a reduction applied to all employees, (B) a requirement to relocate without the Employee's consent beyond 25 miles from the principal offices of the Company in Saratoga, California, (C) a change in Employee's title from Vice President of Community or (D) a material reduction in responsibilities reasonably accorded to and Employee shall not be entitled to any benefits under any such plan or policyexpected of the Vice President of Community of a company.
Appears in 1 contract
Sources: Repurchase Agreement (Talk City Inc)