Severance Pay. (a) Monthly payments equivalent to Employee’s monthly base salary as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.” (b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan. (c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 4 contracts
Sources: Employment Agreement (Aramark), Employment Agreement (Aramark), Employment Agreement (Aramark)
Severance Pay. (a) Monthly payments equivalent to EmployeeIf the Executive’s monthly base salary employment ends as the result of a Termination Without Cause, the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and Executive shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the “Severance Pay Period.”Initial Term or Renewal Term, as applicable;
(b) If Employee is not entitled to a Bonusthe Executive’s employment ends as the result of Executive’s Incapacity, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which EmployeeCompany’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.disability policy;
(c) An If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death;
(d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date; or
(e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date.
ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes.
ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost the Company paid immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the amount that the Company was contributing toward the purchase of the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer. Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not, no later than three (i3) Employee’s Target Bonus (as business days after any such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Periodbenefits are offered.
Appears in 4 contracts
Sources: Executive Employment Agreement (Industrial Services of America Inc /Fl), Executive Employment Agreement (Industrial Services of America Inc /Fl), Executive Employment Agreement (Industrial Services of America Inc /Fl)
Severance Pay. If a Change in Control of the Company occurs and within two years thereafter your employment with the Company is terminated either by you for Good Reason or by the Company Without Cause, then in addition to all other benefits which you have earned prior to such termination or to which you are otherwise entitled, the Company shall pay to you as severance pay, in a lump sum on or before the fifth day following the Date of Termination, the following amounts:
(a) Monthly payments equivalent to Employee’s monthly your full base salary as and other benefits earned or accrued through the Date of Termination at the effective date of termination, without regard to any temporary salary reduction that may be rate in effect at such ten days prior to the date due the Notice of Termination is given, to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”extent not theretofore paid; and
(b) If Employee an amount equal to the Severance Multiple specified on Exhibit A hereto times an amount which is not entitled to a Bonus, pro rata or otherwise, in respect determined as follows: one-half of the Aramark fiscal cumulative total of your Base Compensation relating to the two calendar years immediately preceding the year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term Change in Control occurs; provided that "Base Compensation" for a calendar year is defined in Exhibit B hereto)as the following: the sum of your (i) "Annual Base Salary" plus (ii) any "Additional Compensation" for that year. "Annual Base Salary" shall mean the gross amount of your salary for a full calendar year before any deductions or deferral amounts, a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal amount shall be annualized for any calendar year in which Employee’s termination you were not employed for the full year and, if you are only employed during all or part of employment occurs one calendar year prior to the Change in Control, such annualized amount shall be used to determine your Annual Base Salary for the two calendar years preceding the Change in Control. "Additional Compensation" shall mean your total short-term incentive compensation, including: commissions, bonuses, and any elective contributions that are made by or on behalf of you under any plan maintained by the terms Company that are not includable in gross income under Sections 125, 402(e)(3) or 402(h)(1)(B) of the applicable Bonus PlanInternal Revenue Code of 1986, Employee shall be entitled as amended from time to receive either time (the Bonus under "Code"), but excluding moving or educational reimbursement expenses, amounts realized from the terms exercise of any stock options and imputed income attributable to any fringe benefit. If you were not eligible for Additional Compensation relating to both of the applicable Bonus Plantwo years immediately preceding the Change in Control, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each amount of this Agreement and your "Additional Compensation" relating to the applicable Bonus Plan in respect of year immediately preceding the Aramark fiscal year in which Employee’s termination of employment occurs. Further, the Change in Control occurs shall be counted twice for the avoidance purpose of doubt, any portion determining the cumulative total of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Planyour Base Compensation hereunder.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 3 contracts
Sources: Change in Control Protection Agreement (North Coast Energy Inc / De/), Change in Control Protection Agreement (North Coast Energy Inc / De/), Change in Control Protection Agreement (North Coast Energy Inc / De/)
Severance Pay. Subject to the conditions below, if Executive’s employment with the Company is terminated by the Company without Cause, as defined below, during the 18-month period starting on the closing date of the Merger or Executive terminates his employment with the Company for “Good Reason” (a) Monthly payments equivalent as defined below), Executive will be eligible to Employeereceive severance pay as described below.
2.1 The Company shall continue to pay Executive’s monthly base salary salary, determined as of the day before the closing date of the Merger, from the effective date of terminationExecutive’s termination of employment through the remainder of the 18-month period starting on the closing date of the Merger. For example, if Executive’s employment with the Company is terminated by the Company without regard to any temporary salary reduction that may be in effect at such Cause effective 10½ months after the closing date due to material market disruptions resulting of the Merger, severance pay will continue for 7½ months from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of Executive’s termination of employment.
2.2 Severance payments will be made on the Company’s regular paydays during the payment period described in 2.1 above. Following such termination of employment, severance payments for any pay periods that ended after the effective date of Executive’s termination of employment and before the first payment is made shall be made in accordance paid, without interest, with Aramark’s normal payroll cycle. The period during which Employee receives these monthly the first severance payment.
2.3 No severance payments shall be referred made pursuant to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect this Agreement unless all of the Aramark fiscal year in which Employeefollowing requirements are met:
2.3-1 Executive’s employment with the Company has been terminated by the Company without Cause or the Executive terminates his employment with the Company for Good Reason. If Executive’s employment with the Company terminates for any reason other than termination by the Company without Cause or termination by the Executive for Good Reason, no severance payments shall be made. Termination without Cause shall not include Executive’s voluntary termination of employment other than for Good Reason or termination of employment due to death or disability.
2.3-2 Within 30 days after the effective date of Executive’s termination of employment occurs under by the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto)Company, a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which EmployeeExecutive’s termination of employment occurs by Executive for Good Reason, Executive has signed and delivered to the Company a comprehensive release of the Company, its successors, their affiliates and their current and former directors, officers, employees, agents and owners covering all employment-related claims other than those pursuant to this Agreement, and the revocation period under the terms of the applicable Bonus Plan, Employee Older Workers Benefit Protection Act and any similar statute or rule shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of have expired without Executive revoking such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Planrelease.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 2 contracts
Sources: Transition Agreement (Todd Shipyards Corp), Transition Agreement (Todd Shipyards Corp)
Severance Pay. If there is an Involuntary Termination (aas defined below) Monthly payments equivalent to Employee’s monthly base salary as of the effective date Executive’s Employment, then subject to the Executive’s execution, delivery and non-revocation of terminationa Release (defined below) within the time period described below, without regard following the Executive’s “separation from service” within the meaning of Section 409A, the Company shall pay the Executive a single lump sum of cash in an amount equal to the sum of twelve (12) months of the Executive’s then annual Base Compensation (not giving effect to any temporary salary reduction that may be in effect at Base Compensation made in connection with such date due Involuntary Termination or giving rise to material market disruptions resulting from the impact of the COVID-19 (or otherGood Reason). The cash lump sum amount payable under this Section 6(a) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made to the Executive on the first payroll date in accordance with Aramark’s normal payroll cyclethe month following the month containing the Release Deadline. The period during which Employee receives these monthly severance payments Executive shall be referred to as also receive the “Severance Pay Period.”
(bbenefits provided in Sections 6(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B heretoand 6(c), a pro rata portion, if any, of the Bonus and all such payments and benefits shall not be subject to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan mitigation or offset (the “Pro Rata Bonus”except as specified in Section 6(b)). If Employee is entitled In order to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus severance described in this Section 6(a) (including the benefits provided in Sections 6(b), 6(c) and, if applicable, 6(d)), the Executive must execute, deliver and not revoke the Release within forty-five (45) calendar days following the Executive’s separation from service (the date that is forty-five (45) calendar days following the Executive’s separation from service is the “Release Deadline”). The Company shall furnish the Release to the Executive on the date of his Involuntary Termination. The “Release” shall be a general release of all litigation and other claims by the Executive and on Executive’s behalf in a form satisfactory to the Company. Notwithstanding the foregoing, if the Executive’s Involuntary Termination occurs in 2008, an amount of the severance pay otherwise payable under this Section 6(a) in a lump sum equal to the amount that would have been payable under the terms of Prior Agreement (had it been in effect on the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion date of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics Involuntary Termination) shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will instead be paid in substantially twelve (12) equal monthly installments commencing on the first payroll date in accordance with Aramark’s normal payroll cycle over the Severance Pay Periodmonth following the month containing the Release Deadline.
Appears in 2 contracts
Sources: Employment Agreement (Trubion Pharmaceuticals, Inc), Employment Agreement (Trubion Pharmaceuticals, Inc)
Severance Pay. If the Company terminates Executive’s employment without cause as determined by the Company’s Board of Directors or an authorized committee thereof, or if Executive resigns due to (ai) Monthly payments equivalent assignment to EmployeeExecutive of significant duties inconsistent with Executive’s monthly base salary as position, responsibilities and status with the Company, (ii) the relocation of the effective date of terminationCompany’s principal executive offices to a location outside the Los Angeles, without regard California area or a one hundred fifty (150) mile radius therefrom, or the Company requiring Executive to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from based anywhere other than the impact Company’s principal executive offices, or (iii) the failure of the COVID-19 (or other) pandemicCompany to obtain the assumption of all obligations under this Agreement by any successor, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee then Executive shall be entitled to receive either severance pay. Such severance pay shall be continuation of Executive’s then monthly base salary for twenty-four (24) months after the Bonus month of termination and payment thirty (30) days after termination of any incentive bonus for measurement periods already ended at the date of termination. Such payment of base salary shall be reduced by fifty percent (50%) of any base compensation earned from another employer during the period of base salary continuation. For eighteen (18) months following such termination, the Company shall also continue to pay, at its expense, premiums on Executive’s health and dental policies then in effect, all or a portion of which payments may be taxable to Executive as determined under tax laws in effect when such payments are made. All payments under this Section 7 are conditioned upon Executive’s written agreement with the terms Company that Executive will not file any administrative charge or lawsuit relating to Executive’s prior employment with the Company and agreement to release the Company and all of its then current and former directors, trustees, officers, employees, agents, members, and affiliated companies from any and all claims, in an agreement in such form as is determined by the Company. Termination by the Company of Executive’s employment for “cause” shall mean termination upon (A) the willful and continued failure by Executive substantially to perform his duties with the Company after written demand for substantial performance has been delivered to Executive by the Company’s Board of Directors or authorized committee thereof and Executive has failed to cure such failure within thirty (30) days or such longer period set by the Board; or (B) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to Company; (C) breach of fiduciary duty involving personal profit; or (D) violation of any law, rule or regulation other than traffic violations or similar offenses. For purposes of this definition, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or admitted to be done, by Executive not in good faith and without reasonably belief that Executive’s action or omission was in the best interest of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus PlanCompany.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 2 contracts
Sources: Employment Agreement (Silvergraph International Inc), Employment Agreement (Silvergraph International Inc)
Severance Pay. (a) Monthly payments equivalent to Employee’s monthly base salary If the Executive's employment ends as the result of a Termination Without Cause, the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and Executive shall be made entitled to receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term as defined in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to Annex 1 or Renewal Term, as the “Severance Pay Period.”applicable;
(b) If Employee is not entitled to a Bonusthe Executive's employment ends as the result of Executive's Incapacity, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee Executive shall be entitled to receive either available worker's compensation benefits or insured benefits as provided by the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.Company's disability policy;
(c) An If the Executive's employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death;
(d) If the Executive's employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. If Executive elects Voluntary Termination, the date it shall become effective shall not be more than thirty (30) days later unless Company agrees; or
(e) If the Executive's employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date.
ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive's employment not been terminated. Upon the making of the last of such payments, the Company will have no further Severance Payment obligation to the Executive. All payments shall be subject to applicable withholding and other taxes.
ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the "Severance Period") and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with its regular subsidy payments toward benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company's life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date ("Welfare Plan Benefits") at a cost to the Company which is not greater than the cost it paid immediately prior to the Termination Date. Provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to what the Company was contributing toward purchasing the Welfare Plan Benefits for Executive immediately prior to the Termination Date. Benefits or payments otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent Company determines comparable benefits are available from another employer . Executive shall have the duty to fully and promptly advise Company of any available benefits offered, whether accepted or not no later than three (i3) Employee’s Target Bonus (as business days after any such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Periodbenefits are offered.
Appears in 2 contracts
Sources: Executive Employment Agreement (Industrial Services of America Inc /Fl), Executive Employment Agreement (Industrial Services of America Inc /Fl)
Severance Pay. If the Executive's employment hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (a24) Monthly payments equivalent to Employee’s monthly months of the Executive's base salary as of on the effective date of the termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact plus 1/12 of the COVID-19 (or other) pandemic, for the duration amount of the Non-Compete Period. Severance payments shall commence with last annual bonus paid to the Employee’s effective date of termination and shall be made Executive under the Corporation's bonus plan applicable to the Executive for each month in accordance with Aramark’s normal payroll cycle. The the period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect beginning on January 1 of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms date of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, termination occurs and ending on the date of the Bonus termination and for each months' base salary to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee Executive is entitled to receive a Bonusunder this Section 8, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. Such payment shall be made in no event a lump sum within ten (10) business days following the effective date of the termination. The severance pay shall Employee receive duplicate Bonus and Pro Rata Bonus be in lieu of all other compensation or payments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under each the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to the benefits of the Change in Control Agreement of even date hereof between the Corporation and the Executive, if termination occurs in a manner and at a time when such Change in Control Agreement is applicable. For purposes of this Agreement and Agreement, the applicable Bonus Plan term for "Cause" shall mean because of gross negligence or willful misconduct by the Executive either in respect the course of the Aramark fiscal year in his employment hereunder or which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based has a material adverse effect on the achievement of any individual performance factors Corporation or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus PlanExecutive's ability to perform adequately and effectively his duties hereunder.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Bowater Inc)
Severance Pay. The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least sixty (a60) Monthly payments equivalent days’ advance written notice of any termination of the Executive’s employment. Should the Executive’s employment with the Company be terminated due to Employeea Qualifying Termination that is not a Change in Control Termination before the Employment Term ends, as defined pursuant to Section 1, in addition to the Accrued Obligations, the Company agrees to pay or provide the following compensation and benefits during the severance period and the Executive shall have no further rights to any compensation or any other benefits from the Company:
▇. ▇▇▇▇▇▇▇▇▇ pay to the Executive in the form of a cash lump sum payment equal to the Executive’s monthly base salary Base Salary determined using the Executive’s then-current Base Salary (disregarding any reduction constituting Good Reason or any reduction made in the preceding six (6) month period), with such amount payable to the Executive on the sixtieth (60th) day after the termination date.
b. A prorated Annual Bonus for the year in which the Executive’s date of termination occurs based on the degree of achievement of goals under the bonus program in effect at the time of termination and the portion of the year elapsed as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect degree of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics goals shall be determined in accordance with the terms bonus program, except that should any goals be of a subjective nature, the applicable Bonus Plandegree of achievement therefore shall be determined by the Company in its sole discretion. Any Bonus or Pro Rata Bonus payment will such bonus amount shall be paid in a single, lump sum payment at the same time as all other bonuses Annual Bonuses for the year are paid to the Company’s officers generally. Executive shall also receive any prior Annual Bonus which has been achieved and accrued, but not paid at the time of termination.
c. Subject to Section 11, during the twelve (12) month period of salary continuation described in (a) above, the Company shall pay for a portion of the health, dental, prescription drug and vision insurance continuation coverage (collectively “Medical Coverage”) to which the Executive is entitled under the applicable Bonus Plan.
Consolidated Omnibus Budget Reconciliation Act of 1985 (c“COBRA”) An amount equal on behalf of Executive, and as applicable, Executive’s spouse and dependents, subject to (i) Employeethe Executive’s Target Bonus (as timely election of COBRA healthcare continuation coverage. For such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.twelve
Appears in 1 contract
Severance Pay. (a) Monthly payments equivalent to Employee’s monthly base salary as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, termination for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a BonusBonus (as such term is defined in Exhibit B hereto), pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Aramark)
Severance Pay. If a Change in Control occurs, and, during the Term, Executive’s employment with the Company is terminated either by the Executive for Good Reason or by the Company Without Cause, then in addition to all other benefits that the Executive has earned prior to such termination or to which Executive is otherwise entitled, the Company shall pay to the Executive as severance pay, in a lump sum, the following amounts:
(a) Monthly payments equivalent to Employeethe Executive’s monthly full base salary as earned through the Termination Date at the rate in effect prior to the date Notice of Termination is given, to the extent not theretofore paid;
(b) the Executive’s bonus for the previously completed fiscal year of the effective date Company, to the extent not theretofore paid;
(c) the Executive’s target bonus (i.e. based on achievement of terminationperformance goals at the 100% level) for the fiscal year in which the Notice of Termination was given, without regard pro rated to any temporary reflect the number of days the Executive was employed with the Company during such fiscal year;
(d) an amount equal to the product of (i) the sum of (x) the higher of the Executive’s annual base salary reduction that may be in effect immediately prior to the Effective Date, or Executive’s annual base salary at the highest rate in effect at any time since any Change in Control and (y) the amount of any Additional Compensation (hereinafter defined) (the sum of such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination annual base salary and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments Additional Compensation shall be referred to as Executive’s “Base Compensation”) and (ii) the number two (2). The term “Severance Pay Period.”
Additional Compensation” means the quotient of (bi) If Employee is not entitled to the sum of (x) the Executive’s annual (measured by a Bonusfiscal year) total incentive compensation, pro rata or otherwisecommissions, in respect and bonuses declared and/or received for each of the Aramark last three full fiscal year in which Employee’s termination of employment occurs under years immediately preceding the terms Effective Date, plus any amounts earned or properly allocable to any of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, last three fiscal years immediately preceding the Effective Date that were deferred under any non-qualified deferred compensation program of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan Company, and (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata y) any elective contributions that are made by or otherwise, in respect on behalf of the Aramark fiscal year Executive under any plan maintained by the Company that are not includible in which Employee’s termination of employment occurs gross income under the terms Section 125 or 402(e)(3) of the applicable Bonus PlanInternal Revenue Code of 1986, Employee shall be entitled as amended from time to receive either time, but excluding moving or educational reimbursement expenses, amounts realized from the Bonus under the terms exercise of the applicable Bonus Planany stock options, or the Pro Rata Bonussale of restricted stock, whichever is greaterand imputed income attributable to any fringe benefit, divided by (ii) three; provided, however, that in no the event the Executive was employed by the Company for a period of time less than three full fiscal years immediately preceding the Effective Date, the foregoing provisions shall Employee receive duplicate Bonus be adjusted to cause Executive’s Additional Compensation to be determined based upon the average of such payments and Pro Rata Bonus payments under each benefits for the number of this Agreement and full fiscal years immediately preceding the applicable Bonus Plan in respect of the Aramark fiscal year Effective Date in which Employee’s termination the Executive was employed by the Company; provided further that in the event the Executive was employed by the Company for a period of employment occurs. Furthertime less than one full fiscal year, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics foregoing provisions shall be adjusted to cause Executive’s Additional Compensation to be determined in accordance with based upon the terms of projected target annual payments and benefits that would be provided to the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at Executive immediately preceding the same time as all other bonuses are paid under the applicable Bonus PlanEffective Date.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Severance Pay. If the Executive's employment hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (a24) Monthly payments equivalent to Employee’s monthly months of the Executive's base salary as of on the effective date of the termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact plus 1/12 of the COVID-19 (or other) pandemic, for the duration amount of the Non-Compete Period. Severance payments shall commence with last annual bonus paid to the Employee’s effective date of termination and shall be made Executive under the Corporation's bonus plan applicable to the Executive for each month in accordance with Aramark’s normal payroll cycle. The the period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect beginning on January 1 of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms date of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, termination occurs and ending on the date of the Bonus termination and for each months' base salary to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee Executive is entitled to receive a Bonusunder this Section 8, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. Such payment shall be made in no event a lump sum within ten (10) business days following the effective date of the termination. The severance pay shall Employee receive duplicate Bonus and Pro Rata Bonus be in lieu of all other compensation or payments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under each the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to the benefits of the Change in Control Agreement between the Corporation and the Executive, if termination occurs in a manner and at a time when such Change in Control Agreement is applicable. For purposes of this Agreement and Agreement, the applicable Bonus Plan term for "Cause" shall mean because of gross negligence or willful misconduct by the Executive either in respect the course of the Aramark fiscal year in his employment hereunder or which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based has a material adverse effect on the achievement of any individual performance factors Corporation or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus PlanExecutive's ability to perform adequately and effectively his duties hereunder.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Bowater Inc)
Severance Pay. (a) Monthly payments equivalent If the Executive's employment ends as the result of a Termination Without Cause, the Executive shall be entitled to Employee’s monthly base salary receive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the effective date of termination, without regard to any temporary salary reduction that may be conditions set forth in effect at such date due to material market disruptions resulting from Article 2.3.6 throughout the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”Initial Term;
(b) If Employee is not entitled to a Bonusthe Executive's employment ends as the result of Executive's Incapacity, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee Executive shall be entitled to receive either available worker's compensation benefits or insured benefits as provided by the Bonus Company's disability policy. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under the terms and upon satisfaction of the applicable Bonus Plan, or conditions set forth in Article 2.3.6 for the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination Executive's employment terminates as the result of Executive's Incapacity (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment occurs. Further, for terminated as the avoidance result of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.Executive's Incapacity);
(c) An If the Executive's employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death. In addition, Executive (or his estate) is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Executive's death (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Executive's death);
(d) If the Executive's employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Voluntary Termination (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Voluntary Termination); or
(e) If the Executive's employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company's common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive's employment terminates as the result of Termination for Cause (and shall not be entitled to receive any additional common stock for any years after the year in which Executive's employment terminated as the result of Termination for Cause).
ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive's employment not been terminated. Upon the making of the last of such payment, the Company will have no further Severance Payment obligation to the Executive. All payment shall be subject to applicable withholding and other taxes.
ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the "Severance Period") and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company's life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date ("Welfare Plan Benefits") at a cost to the Company which is not greater than the cost to him in effect immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the cost to the Company of purchasing the Welfare Plan Benefits immediately prior to the Termination Date. Benefits otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent comparable benefits are actually received from another employer by the Executive's participation in, or receipt of, any such comparable benefits.
ARTICLE 2.4.4 The Executive's right to receive, and the Company's obligation to pay and provide any of the payments and benefits provided for in this Article 2.4 shall be subject to (ia) Employee’s Target Bonus the Executive's compliance with, and observance of, all of the Executive's obligations under this Agreement that continue beyond the Termination Date, and (b) the Executive's execution, delivery, and non-revocation of, and performance under, a general release in favor of the Company and its Affiliates in a form attached hereto as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period"B".
Appears in 1 contract
Sources: Executive Employment Agreement (Industrial Services of America Inc /Fl)
Severance Pay. (a) Monthly payments equivalent to Employee’s monthly base salary as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, The Company shall pay Executive “Severance Pay” for the duration number of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to months stated on Exhibit A as the “Severance Pay Period.”
(b) If Employee ” if the Company terminates the Executive’s employment without Cause or the Executive submits a Resignation for Good Reason. Executive is not entitled to Severance Pay for a Bonustermination based on Death/Disability, pro rata Resignation without Good Reason, or otherwise, in respect termination for Cause. In the event the Company terminates the Executive’s employment without “Cause,” Severance Pay shall be equivalent to Executive’s monthly base pay multiplied by the Severance Pay Period. In the event Executive submits a Resignation for “Good Reason,” Severance Pay shall be equivalent to Executive’s monthly base salary and one-twelfth (1/12th) of the Aramark fiscal year Executive’s most recent annual bonus multiplied by the Severance Pay Period. In the event the Executive agrees to a reduction in which Employee’s termination base salary during the Initial or Renewal Terms, the highest base salary received subsequent to the Effective Date will be used for purposes of employment occurs under calculating the terms base salary portion of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”)Severance Pay. If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee The Company shall be entitled to receive either the Bonus under the terms of the applicable Bonus Planpay Severance Pay monthly, or the Pro Rata Bonus, whichever is greaterin accordance with Company standard payroll practices; provided, however, that in the Company shall make no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in until six months after termination, at which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment point all delayed payments will be paid at made in a lump sum, if Executive is a “Specified Employee” as defined in Section 409A. The Company also shall continue to cover, under the same time contribution terms as all other bonuses are paid active employees, Executive and his dependents as participants under the applicable Bonus Plan.
(c) An amount equal to (i) EmployeeCompany’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over medical and dental benefit plan during the Severance Pay Period, unless Executive becomes eligible for coverage under another employer’s plan, regardless of whether Severance Pay is paid monthly, delayed, or paid in a lump sum. The Company shall have no further obligations to compensate Executive under this Agreement for termination of employment other than paying earned but unpaid salary, paying accrued but unused vacation, continuing to accrue benefits up to the date of termination, and reimbursing Executive for reasonable business expenses incurred prior to termination, such reimbursement to be made per the Company’s standard policies and practices, but in any event, no later than the end of the calendar month after the calendar month in which the expense was incurred. The following are definitions of terms used in this and other sections of this Agreement.
Appears in 1 contract
Severance Pay. (a) Monthly payments equivalent to Employee’s monthly base salary as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, termination for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Aramark)
Severance Pay. If the Executive's employment hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in an amount equal to twenty-four (a24) Monthly payments equivalent to Employee’s monthly months of the Executive's base salary as of on the effective date of the termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact plus 1/12 of the COVID-19 (or other) pandemic, for the duration amount of the Non-Compete Period. Severance payments shall commence with last bonus paid to the Employee’s effective date of termination and shall be made Executive under the Corporation's bonus plan applicable to the Executive for each month in accordance with Aramark’s normal payroll cycle. The the period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect beginning on January 1 of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms date of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, termination occurs and ending on the date of the Bonus termination and for each months' base salary to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee Executive is entitled to receive a Bonusunder this Section 8, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder. Such payment shall be made in no event a lump sum within ten (10) business days following the effective date of the termination. The severance pay shall Employee receive duplicate Bonus and Pro Rata Bonus be in lieu of all other compensation or payments of any kind relating to the termination of the Executive's employment hereunder; provided that the Executive's entitlement to compensation or payments under each the Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such plans; and further provided that in lieu hereof, at his election, the Executive shall be entitled to the benefits of the Change in Control Agreement between the Corporation and the Executive, if termination occurs in a manner and at a time when such Change in Control Agreement is applicable. For purposes of this Agreement and Agreement, the applicable Bonus Plan term for "Cause" shall mean because of gross negligence or willful misconduct by the Executive either in respect the course of the Aramark fiscal year in his employment hereunder or which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based has a material adverse effect on the achievement of any individual performance factors Corporation or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus PlanExecutive's ability to perform adequately and effectively his duties hereunder.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Bowater Inc)
Severance Pay. 3.1 Notwithstanding any provision in this Agreement, the Company retains its right to terminate Executive's employment without Cause. Upon termination without Cause, Company shall pay to Executive Severance Pay for a period of fifteen (a15) Monthly months. Except as provided in Section 3.2, the payments equivalent required to Employee’s monthly base salary as be made by Employer to Executive pursuant to this Section 3.1 shall be Executive's sole severance benefit in the event of Executive's discharge without cause. Payment of such severance benefit is conditioned upon Executive executing a general release of all claims against the effective date Company, and Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of terminationthis Agreement. Notwithstanding the above, without regard to any temporary salary reduction that may in no event will Severance Pay be in effect at such date due to material market disruptions resulting from the impact less than one week of the COVID-19 (or other) pandemic, Executive's Base Compensation for the duration every year of the Non-Compete Period. Severance payments shall commence Executive's employment with the Employee’s effective date Company.
3.2 If Employer terminates Executive's employment at any time within one year after a Change in Control, Employer shall pay to Executive in a lump sum an amount equal to one year of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), Executive's Base Compensation plus a pro rata portionportion of the maximum amount of Incentive Compensation, if any, of the Bonus to which Employee would could have been entitled if Employee satisfied paid to Executive for the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s such termination occurred. Under this Section 3.2, such payments will not be less than the total of employment occurs under Executive's Base Compensation and Incentive Compensation for the terms of year prior to the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination Executive is terminated. Such payment required to be made by Employer to Executive pursuant to this Section 3.2 shall be in lieu of employment occursthose referred to in Section 3.1 and shall be Executive's sole severance benefit. FurtherPayment of such severance benefit is conditioned upon Executive executing a general release of all claims against the Company, for the avoidance and Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of doubt, any this Agreement. Executive hereby agrees to repay to Company a pro rata portion of such Bonus or Pro Rata Bonus severance benefit should he/she violate his/her obligations under Sections 4.0 and/or 5.0.
3.3 Employer may terminate Executive's employment immediately at any time for Cause. In the event of termination for Cause, Employer shall not be obligated to make any payments other than the payment of earned but unpaid salary and benefits. Payments of Incentive Compensation, if any, will only be those amounts actually earned under the Incentive Compensation Plan prior to Employee's termination.
3.4 If Executive is unable to perform his duties and responsibilities by reason of a disability as defined under Company's short term disability plan (irrespective of whether employment has been terminated), Company shall provide Executive with short term disability benefits for a period of six months at a rate equal to Executive's Base Compensation and a pro rata portion of the amount that is payable based on of Incentive Compensation, if any, paid in the achievement of any individual performance factors or financial performance metrics normal process under the Plan for the year during which Executive first became disabled. This short term disability benefit shall be determined in accordance with reduced by the terms amount of payments due Executive for this time period under any applicable disability benefit programs, including Social Security disability, workers' compensation and disability retirement benefits.
3.5 In the event that Executive dies during the term of his Employment, Employer shall pay to his executors or administrators, as appropriate, for a period of three months, Executive's Base Compensation and a pro rata portion of the applicable Bonus Planamount of Incentive Compensation, if any, paid in the normal process under the Plan for the year in which Executive died. Any Bonus or Pro Rata Bonus payment To the extent reasonably possible, such payments will be paid at the same time structured as all other bonuses are paid non-taxable death benefits under the applicable Bonus PlanInternal Revenue Code.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Senior Management Employment Agreement (Shared Medical Systems Corp)
Severance Pay. (a) Monthly payments equivalent In exchange for Employee’s promises contained herein and for Employee’s continued compliance with the obligations set forth herein, the Company agrees: a To pay Employee an amount equal to Employee’s monthly base salary as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration period beginning on the Effective Date of the Nonthis Agreement and continuing for a period of 18-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as months (the “Severance Pay Period.”
). The total payment for 18-months of base salary is $1,050,000.00 and will be paid to Employee in a lump sum, subject to appropriate withholdings and deductions, within 15 calendar days after the Effective Date of this Agreement. The “Effective Date” of this Agreement is defined as the date this Agreement becomes effective and irrevocable. b To provide Employee with $120,000.00 to obtain outplacement services and to pay reasonable fees incurred by Employee for his professional affiliations, memberships, and/or certifications (b) If the “Outplacement Services Payment”). The Company will not withhold any amount for taxes from this payment and will issue Employee is not entitled to a Bonus, pro rata or otherwise, an IRS Form 1099 for the Outplacement Services Payment. Employee agrees that he shall be solely responsible for any taxes which may be due on the Outplacement Services Payment. This amount shall be paid in respect one lump sum within 15 days calendar days after the Effective Date of this Agreement. c As of the Aramark fiscal year Separation Date, Employee will become ineligible to participate in which the Company’s health insurance program subject to Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portionright, if any, to continuation coverage under COBRA. Thereafter, if applicable, coverage will be made available to Employee at Employee’s sole expense (i.e., Employee will be responsible for the full COBRA premium) for the remaining months of the Bonus COBRA coverage period made available pursuant to which applicable law. d Any equity-based awards granted to Employee would have been entitled if Employee satisfied will be subject to the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect terms and conditions of the Aramark fiscal year in Company equity incentive plan and its respective award document, which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, provide for the avoidance vesting of doubt, any portion awards representing 6,028 shares of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus PlanCompany stock. Any Bonus or Pro Rata Bonus payment e Employee will be paid at an additional cash lump sum of $29,684.65 in full settlement of the same time as all other bonuses are paid under 2021 LTIP Award that was scheduled to be made to the applicable Bonus PlanEmployee.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Severance Agreement (Yellow Corp)
Severance Pay. If Executive’s employment is terminated (i) by mutual agreement, (ii) by Vitesse For Cause, (iii) by Executive for other than Good Reason (as defined below) or (iv) because of Executive’s Disability or death, Executive (or Executive’s estate in the case of Executive’s death) shall receive Executive’s base salary earned through Executive’s final day of employment, but shall not be eligible to receive any Severance Pay (as defined below) or any other compensation, unless agreed upon by both parties. For purposes of clarification, it is agreed that under this Agreement, neither termination by Vitesse other than For Cause nor termination by Executive for Good Reason includes termination of employment because of Executive’s Disability or death. Executive’s right to receive any of the benefits under this Section 6 shall be conditioned upon Executive’s execution and delivery to Vitesse of Vitesse’s standard form of waiver and release of claims within thirty (30) days of the date of termination of Executive’s employment. If Executive’s employment is terminated other than on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of Executive’s Target Bonus and (iii) Severance Pay. If Executive’s employment is terminated on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of the greater of (a) Monthly payments equivalent Executive’s Target Bonus or (b) the bonus the Executive actually received for the fiscal year ending immediately prior to EmployeeExecutive’s monthly base salary final day of employment and (iii) Severance Pay. In addition, upon a termination of Executive’s employment on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, all outstanding options and restricted stock units which are subject solely to time-based vesting shall become fully vested. Furthermore, if a Change of Control Event occurs and if the Executive’s employment with Vitesse is terminated within one year prior to the date on which the Change of Control Event occurs by Vitesse other than For Cause, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party which had taken steps reasonably calculated to effect such Change of Control Event or (ii) otherwise arose in connection with or anticipation of such Change of Control Event, then all restricted stock units which are subject solely to time-based vesting and were outstanding immediately prior to Executive’s final day of employment shall become fully vested as of the effective date Change of terminationControl Event and to the extent such Change of Control Event occurs prior to 6 months after Executive’s termination of employment, without regard all options outstanding immediately prior to any temporary salary reduction that may be in effect at such date due Executive’s final day of employment which are subject solely to material market disruptions resulting from the impact time-vesting shall become fully vested as of the COVID-19 (or other) pandemic, for Change of Control Event and subject to the duration other terms of the Non-Compete Period. Severance payments equity compensation plan applicable upon a Change of Control Event, shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The have a remaining exercise period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employeelesser of (i) the period remaining until 6 months after the Executive’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.590 days after such Change of Control Event, which will be paid in substantially equal installments in accordance provided such exercise period does not extend beyond the maximum term of the options applicable if the Executive had remained employed with Aramark’s normal payroll cycle over the Severance Pay PeriodCompany.
Appears in 1 contract
Severance Pay. If a Change in Control occurs, and, during the Term, Executive's employment with the Company is terminated either by the Executive for Good Reason or by the Company Without Cause, then in addition to all other benefits that the Executive has earned prior to such termination or to which Executive is otherwise entitled, the Company shall pay to the Executive as severance pay, in a lump sum, the following amounts:
(a) Monthly payments equivalent to Employee’s monthly the Executive's full base salary as earned through the Termination Date at the rate in effect prior to the date Notice of Termination is given, to the extent not theretofore paid;
(b) the Executive's bonus for the previously completed fiscal year of the effective date Company, to the extent not theretofore paid;
(c) the Executive's target bonus (i.e. based on achievement of terminationperformance goals at the 100% level) for the fiscal year in which the Notice of Termination was given, without regard pro rated to any temporary reflect the number of days the Executive was employed with the Company during such fiscal year;
(d) an amount equal to the product of (i) the sum of (x) the higher of the Executive's annual base salary reduction that may be in effect immediately prior to the Effective Date, or Executive's annual base salary at the highest rate in effect at any time since any Change in Control and (y) the amount of any Additional Compensation (hereinafter defined) (the sum of such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination annual base salary and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments Additional Compensation shall be referred to as Executive's "Base Compensation") and (ii) the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect lesser of the Aramark fiscal year number two (2) or a fraction the numerator of which is the number of months from and including the month in which Employee’s termination a Termination Date would occur by reason of employment occurs Retirement and the denominator of which is twelve (12). The term "Additional Compensation" means the quotient of (i) the sum of (x) the Executive's annual (measured by a fiscal year) total incentive compensation, commissions, bonuses, amounts deferred under the terms any non-qualified deferred compensation program of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, Company declared and/or received for each of the Bonus to which Employee would have been entitled if Employee satisfied last three full fiscal years immediately preceding the eligibility criteria under the applicable Bonus Plan Effective Date, and (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata y) any elective contributions that are made by or otherwise, in respect on behalf of the Aramark fiscal year Executive under any plan maintained by the Company that are not includible in which Employee’s termination of employment occurs gross income under the terms Section 125 or 402(e)(3) of the applicable Bonus PlanInternal Revenue Code of 1986, Employee shall be entitled as amended from time to receive either time, but excluding moving or educational reimbursement expenses, amounts realized from the Bonus under the terms exercise of the applicable Bonus Planany stock options, or the Pro Rata Bonussale of restricted stock, whichever is greaterand imputed income attributable to any fringe benefit, divided by (ii) three; provided, however, that in no the event the Executive was employed by the Company for a period of time less than three full fiscal years immediately preceding the Effective Date, the foregoing provisions shall Employee receive duplicate Bonus be adjusted to cause Executive's Additional Compensation to be determined based upon the average of such payments and Pro Rata Bonus payments under each benefits for the number of this Agreement and full fiscal years immediately preceding the applicable Bonus Plan in respect of the Aramark fiscal year Effective Date in which Employee’s termination the Executive was employed by the Company; provided further that in the event the Executive was employed by the Company for a period of employment occurs. Furthertime less than one full fiscal year, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics foregoing provisions shall be adjusted to cause Executive's Additional Compensation to be determined in accordance with based upon the terms of projected target annual payments and benefits that would be provided to the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at Executive immediately preceding the same time as all other bonuses are paid under the applicable Bonus PlanEffective Date.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Severance Pay. (a) Monthly payments equivalent Notwithstanding any other provision of this Agreement, if the Executive's employment is (or is deemed) terminated by the Company pursuant to Employee’s monthly base salary Section 13(a):
(i) the Company shall pay the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the effective date of termination;
(ii) the Company shall pay the Executive a lump-sum severance payment equal to the Executive's then-current Salary; and
(iii) the Company shall continue all medical, without regard dental and life, insurance benefits at no cost to any temporary salary reduction that may be in effect at such the Executive for twelve (12) months, commencing on the date due to material market disruptions resulting from the impact of the COVID-19 Executive's termination of employment (or other) pandemic, for and the duration provision by the Company of any such group health benefits shall not be considered continuation coverage pursuant to section 4980B of the Non-Compete Period. Severance payments Internal Revenue Code of 1986, as amended (the "Code"), and such continuation converge shall commence with on the Employee’s effective date that benefits provided hereunder cease). Other than as provided herein, if the Executive's employment is terminated by the Company pursuant to Section 13(b) hereof, the Company shall pay to the Executive any accrued but unpaid Salary, prorated vacation, prorated cash bonus and any other amounts accrued but unpaid as of the date of termination and termination. Any benefit payable pursuant to this Section 15 shall be made paid to the Executive in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as a lump-sum within thirty (30) days after the “Severance Pay PeriodExecutive's termination of employment.”
(b) If Employee is not In the event that the Executive becomes entitled to a Bonusany severance payments as provided herein, pro rata if it is determined that any such payments will be subject to the tax or otherwise, in respect any other similar state or local excise taxes (the "Excise Tax") imposed by section 4999 of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan Code (as such term is defined in Exhibit B heretoor any similar tax that may hereafter be imposed), a pro rata portion, if any, the Company shall "gross up" such severance payments so that the amount received by the Executive after payment of such Excise Tax shall be equal to the Bonus amount to which Employee would have been the Executive was entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled prior to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion application of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus PlanExcise Tax.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Severance Pay. (The CITY shall provide severance pay for Miscellaneous Unit employees with five or more years of CITY service who are laid off from employment pursuant to the City Personnel Rules and Regulations as follows:
a) Monthly payments Employees with five or more years of CITY service who are laid off from employment pursuant to the City Personnel Rules and Regulations shall receive severance pay in an amount of the employee's base salary for a period of forty five days after the date of the employee's termination; provided however, in the event the period from the date of giving notice of proposed layoff to the date of termination pursuant to that notice is greater than thirty days, then the days for which severance pay is received shall be reduced by one day for each day the notice period exceeds thirty days, and further provided that the minimum amount of severance pay shall be equivalent to Employee’s monthly thirty days base salary. Severance pay shall cease if the employee obtains employment prior to the expiration of the severance pay period. If the employee obtains unemployment insurance benefits, the amount of severance pay shall be limited to the difference between the employee's base salary as and the amount of the effective unemployment insurance benefit payment.
b) Severance pay shall be payable in installments. The first installment shall be made on the second Friday following the date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance Subsequent payments shall commence be at two week intervals thereafter.
c) An employee shall provide the CITY with a certification of continuing eligibility to receive severance pay and receipt or non-receipt of unemployment insurance benefits prior to each severance pay installment. The certification shall be under penalty of perjury.
d) In addition to the Employee’s effective severance pay, the CITY will continue to pay the monthly premium for health, dental and vision insurance paid by the CITY on the date of termination in order to continue coverage for a period of 90 days from the date of termination.
e) An employee receiving severance pay shall not be considered to be an employee of the CITY after the date of termination. Severance pay shall not be considered salary for the purposes of the Public Employees Retirement System. MOU between CITY and $BEA-MISCELLANEOUS EMPLOYEE GROUP July 1, 2017 through June 30, 2020
f) Employees who are subject to layoff because the exercise of "bumping" or "retreat" rights by another employee pursuant to the City Personnel Rules and Regulations shall receive the same notice of layoff and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred have the same rights to bump less senior employees as the “Severance Pay Periodemployee originally receiving the notice of proposed layoff.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Side Letter Agreement
Severance Pay. (aIf the Executive's employment hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) Monthly payments equivalent hereof, then unless the Corporation shall have terminated the Executive for "Cause", the Corporation shall pay the Executive severance pay in the amount equal to Employee’s monthly twelve months of the Executive's base salary as of on the effective date of terminationthe termination plus 1/12 of the amount of the last bonus paid to the Executive under the Corporation's bonus plan applicable to the Executive for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months' base salary to which the Executive is entitled under this Section 8, without regard provided however, that any amount paid to any temporary salary reduction that may the Executive for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be in effect at such date due to material market disruptions resulting deducted from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Periodseverance pay otherwise due hereunder. Severance payments shall commence with the Employee’s effective date of termination and Such payment shall be made in accordance with Aramark’s normal payroll cyclea lump sum within ten (10) business days following the effective date of the termination. The period during which Employee receives these monthly severance payments pay shall be referred in lieu of all other compensation or payments of any kind relating to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect termination of the Aramark fiscal year in which Employee’s termination of Executive's employment occurs hereunder; provided that the Executive's entitlement to compensation or payments under the terms Corporation's retirement plans, stock option or incentive plans, savings plans or bonus plans attributable to service rendered prior to the effective date of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus termination shall not be affected by this clause and shall continue to which Employee would have been entitled if Employee satisfied the eligibility criteria under be governed by the applicable Bonus Plan (provisions of such plans; and further provided that in lieu hereof, at his election, the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee Executive shall be entitled to receive either the Bonus under the terms benefits of the applicable Bonus PlanSeverance Agreement of even date between the Corporation and the Executive, if termination occurs in a manner and at a tine when such Severance Agreement is applicable. For purposes of this Agreement, the term for "Cause" shall mean because of gross negligence or willful misconduct by the Executive either in the course of his employment hereunder or which has a material adverse effect on the Corporation or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus Executive's ability to perform adequately and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Planeffectively his duties hereunder.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Bowater Inc)
Severance Pay. If (a) Monthly payments equivalent to Employee’s monthly base salary as AXOGEN terminates the Employment Period for any reason other than Substantial Cause, Permanent Disability or death of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (Employee or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled terminates the Employment Period due to a Bonus, pro rata or otherwise, in respect AxoGen’s breach of the Aramark fiscal year in which Employee’s termination this Agreement and failure to cure such breach within ten (10) days following notice of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Planbreach, Employee shall be entitled to receive either the Bonus under following:
(i) For the terms remainder of the applicable Bonus Plan, Employment Period or the Pro Rata Bonuslength of the No-Compete Period, whichever is greater; providedlonger (“Salary Continuation Period”), however, that the Company will continue to pay the Employee’s Base Salary (at the rate in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and effect immediately before the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occursdate), which shall be payable in normal installments in accordance with the Company’s payroll practices. Further, Payment will commence within the sixty (60) day period following the Employee’s termination date (the “Commencement Date”) and continue for the avoidance remainder of doubt, any portion the Salary Continuation Period in accordance with the Company’s payroll practices. The installments for the period between the date of such Bonus or Pro Rata Bonus amount that is payable based termination and the Commencement Date will be made in one lump sum on the achievement Commencement Date.
(ii) For the remainder of any individual performance factors the Employment Period, the Company will pay the Employee the bonus or financial performance metrics shall bonuses that the Employee would have earned under the bonus plan in which the Employee was participating on the date of termination had the Employee’s employment not terminated. The bonus payments will be determined paid in accordance with the terms of the applicable Bonus Planbonus plan at the same times that similarly situated executives are paid bonus payments pursuant to such bonus plan, or if later, on the Commencement Date.
(iii) During the remainder of the Employment Period, if the Employee timely elects continued coverage under COBRA, the Company will reimburse the Employee for the monthly COBRA cost of continued health and dental coverage paid by the Employee under health and dental plans of the Company pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), less the amount that the Employee would be required to contribute for health and dental coverage if the Employee were an active employee of the Company; provided that such reimbursements shall not continue beyond the period in which the Employee fails to pay the applicable COBRA costs. Any Bonus or Pro Rata Bonus payment These reimbursements will commence within sixty (60) days following the termination date and will be paid at on the same time as all other bonuses are paid under the applicable Bonus Planfirst payroll date of each month.
(civ) An amount equal to (i) Notwithstanding the foregoing, if the Employee is a “specified employee” of a publicly held corporation at the Employee’s Target Bonus (termination date, the postponement provisions of Section 409A of the Code, as such described in Section 9.M. below, shall apply, if applicable, and the term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal “Commencement Date” shall mean the first payroll cycle over date following the Severance Pay Periodsix-month period following the date of termination.”
Appears in 1 contract
Severance Pay. (a) Monthly payments equivalent If the Executive’s employment hereunder is involuntarily terminated for any reason other than those set forth in Section 2(c) hereof, then unless the Corporation shall have terminated the Executive for Cause, the Corporation shall pay the Executive severance pay in an amount equal to Employeetwenty-four (24) months of the Executive’s monthly base salary as on the effective date of the termination, plus 1/12 of the amount of the last bonus paid to the Executive under the Corporation’s annual incentive plan as applicable to the Executive, for each month in the period beginning on January 1 of the year in which the date of the termination occurs and ending on the date of the termination and for each months’ base salary to which the Executive is entitled under this Section 8; provided, that any amount paid to the Executive by the Corporation for services rendered subsequent to the thirtieth (30th) day following the communication to the Executive of notice of termination shall be deducted from the severance pay otherwise due hereunder.
(b) The severance pay shall be paid in a lump sum as soon as administratively feasible following the Executive’s effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that but in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and payment be made later than March 15 following the applicable Bonus Plan in respect calendar year of the Aramark fiscal year in which EmployeeExecutive’s termination of employment occurs. Furtherfrom employment, for the avoidance of doubt, any portion of such Bonus unless otherwise required by Internal Revenue Code Section 409A or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Planguidance issued thereunder.
(c) An amount equal The severance pay shall be in lieu of all other compensation or payments of any kind relating to (i) Employeethe termination of the Executive’s Target Bonus (as employment hereunder; provided, that the Executive’s entitlement to compensation or payments under the Corporation’s retirement plans, stock option or stock-based incentive plans, savings plans, or bonus plans attributable to service rendered prior to the effective date of the termination shall not be affected by this clause and shall continue to be governed by the applicable provisions of such term plans; and provided further, that in lieu hereof, at his election, the Executive shall be entitled to the benefits of the Change in Control Agreement between the Corporation and the Executive, if termination occurs in a manner and at a time when such Change in Control Agreement is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Periodapplicable.
Appears in 1 contract
Sources: Employment Agreement (Bowater Inc)
Severance Pay. The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least sixty (a60) Monthly payments equivalent days’ advance written notice of any termination of the Executive’s employment. Should the Executive’s employment with the Company be terminated due to Employeea Qualifying Termination that is not a Change in Control Termination before the Employment Term ends, as defined pursuant to Section 1, in addition to the Accrued Obligations, the Company agrees to pay or provide the following compensation and benefits during the severance period and the Executive shall have no further rights to any compensation or any other benefits from the Company:
▇. ▇▇▇▇▇▇▇▇▇ pay to the Executive in the form of twelve (12) months of salary continuation determined using the Executive’s monthly base salary then-current Base Salary (disregarding any reduction constituting Good Reason).
b. A prorated Annual Bonus for the year in which the Executive’s date of termination occurs based on the degree of achievement of goals under the bonus program in effect at the time of termination and the portion of the year elapsed as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect degree of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics goals shall be determined in accordance with the terms bonus program, except that should any goals be of a subjective nature, the applicable Bonus Plandegree of achievement therefore shall be determined by the Company in its sole discretion. Any Bonus or Pro Rata Bonus payment will such bonus amount shall be paid in a single, lump sum payment at the same time as all other bonuses Annual Bonuses for the year are paid to the Company’s officers generally.
c. Subject to Section 11, during the twelve (12) month period of salary continuation described in (a) above, the Company shall pay for a portion of the health and dental insurance continuation coverage (collectively “Medical Coverage”) to which the Executive is entitled under the applicable Bonus PlanConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to the Executive’s timely election of COBRA healthcare continuation coverage. For such twelve (12) month period, the terminated the Executive shall be responsible to pay contributions for Medical Coverage provided under this Section 5(c) in the same amount as is charged to similar active employees for similar coverage, rather than the full COBRA premium amount, and the Company shall pay the remainder of the COBRA premium amount.
d. Subject to Section 11, if the Executive’s Qualifying Termination occurs during the Employment Term, the Executive will become fully vested with respect to the Cash Award, the April ▇▇▇▇ ▇▇▇▇ and the March 2023 RSUs. The Executive’s remaining cash and equity awards, if any, shall remain subject to the vesting and forfeiture terms set forth in their award agreements.
e. If the Executive is a “specified employee” (cwithin the meaning of Code Section 409A(a)(2)(B)(i)) An amount equal to (i) Employeeof the Company at the time of the Executive’s Target Bonus Qualifying Termination and if the separation payments under this Section 5 are on account of an “involuntary separation of service” (as such term is defined in Exhibit B heretoTreasury Regulation Section 1.409A-1(n)), multiplied by the Executive shall receive payments during the six (ii6) 1.5month period immediately following the date of the Executive’s Qualifying Termination as otherwise provided under this Section 5 for such six (6) month period, which will except that the total amount of such payments shall not exceed the lesser of the amount specified under (x) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (y) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2) or any successor regulations. To the extent the amounts otherwise payable during such six (6) month period under this Section 5 exceed the amounts payable under the immediately preceding sentence, such excess amounts shall be paid in substantially equal installments single sum on the first regular payroll date of the Company immediately following the six (6) month anniversary of the date of such Qualifying Termination. If the Company reasonably determines that such termination is not an involuntary separation from service, amounts that would otherwise have been paid during the six (6) month period immediately following the date of the Executive’s Qualifying Termination under this Section 5 shall be paid in accordance with Aramarka single sum on the first payroll date of the Company immediately following the six (6) month anniversary of the Executive’s normal payroll cycle over Qualifying Termination. This Section 5(e) shall not apply to payments under Section 5(c).
f. If amounts are payable under this Section 5, no additional amounts shall be payable under Sections 4 or 7 of this Agreement, nor any other agreement between the parties, which shall include, and not be limited to, any Executive Severance Pay Periodand Change Control Agreement as well as any severance pay plan generally maintained by the Company for its employees.
g. If the Executive remains actively employed through the last day of the Employment Term, the provisions of this Section 5 shall not apply.
Appears in 1 contract
Severance Pay. (a) Monthly payments equivalent If the Executive’s employment ends as the result of a Termination Without Cause, the Executive shall be entitled to Employeereceive his Base Salary and Welfare Plan Benefits (as defined below) through the Initial Term or Renewal Term, as applicable. In addition, Executive is entitled to receive the Company’s monthly base salary as common stock to which Executive would be otherwise entitled under and upon satisfaction of the effective date of termination, without regard to any temporary salary reduction that may be conditions set forth in effect at such date due to material market disruptions resulting from Article 2.3.6 throughout the impact of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”Initial Term;
(b) If Employee is not entitled to a Bonusthe Executive’s employment ends as the result of Executive’s Incapacity, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee Executive shall be entitled to receive either available worker’s compensation benefits or insured benefits as provided by the Bonus Company’s disability policy. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under the terms and upon satisfaction of the applicable Bonus Plan, or conditions set forth in Article 2.3.6 for the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which EmployeeExecutive’s termination employment terminates as the result of Executive’s Incapacity (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment occurs. Further, for terminated as the avoidance result of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.Executive’s Incapacity);
(c) An If the Executive’s employment ends as the result of the death of Executive, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the date of death. In addition, Executive (or his estate) is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Executive’s death (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Executive’s death);
(d) If the Executive’s employment ends as the result of Voluntary Termination, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Voluntary Termination (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Voluntary Termination); or
(e) If the Executive’s employment ends as the result of Termination for Cause, Executive shall be entitled to receive his Base Salary and Welfare Plan Benefits through the Termination Date. In addition, Executive is entitled to receive the Company’s common stock to which Executive would be otherwise entitled under and upon satisfaction of the conditions set forth in Article 2.3.6 for the year in which Executive’s employment terminates as the result of Termination for Cause (and shall not be entitled to receive any additional common stock for any years after the year in which Executive’s employment terminated as the result of Termination for Cause).
ARTICLE 2.4.2 In those instances where the Company owes Executive payments after the Termination Date, the payments to be made by the Company to the Executive under this Article 2.4 shall be made in installments, and on the payment dates, during the Severance Period (as defined below) on which Base Salary would have otherwise been paid had the Executive’s employment not been terminated. Upon the making of the last of such payment, the Company will have no further Severance Payment obligation to the Executive. All payment shall be subject to applicable withholding and other taxes.
ARTICLE 2.4.3 For so long as the Company is required to make the severance payments described in this Article 2.4 (the “Severance Period”) and subject to the provisions of Article 2.4.4 below, the Company will, in addition to such payment, provide or arrange to provide the Executive with benefits substantially similar to those which the Executive was receiving or entitled to receive under the Company’s life, accident, dental and group health insurance plans, 401K, FSA or any similar health or welfare plans in which the Executive was participating immediately prior to the Termination Date (“Welfare Plan Benefits”) at a cost to the Company which is not greater than the cost to him in effect immediately prior to the Termination Date; provided, that to the extent any such coverage is prohibited, whether by contract, any judicial or legislative authority or otherwise, the Company shall in its sole discretion make alternative arrangements to provide the Executive with Welfare Plan Benefits or provide the Executive with a payment in an amount equal to the cost to the Company of purchasing the Welfare Plan Benefits immediately prior to the Termination Date. Benefits otherwise receivable by the Executive pursuant to the preceding sentence shall be reduced to the extent comparable benefits are actually received from another employer by the Executive’s participation in, or receipt of, any such comparable benefits.
ARTICLE 2.4.4 The Executive’s right to receive, and the Company’s obligation to pay and provide any of the payments and benefits provided for in this Article 2.4 shall be subject to (ia) Employeethe Executive’s Target Bonus compliance with, and observance of, all of the Executive’s obligations under this Agreement that continue beyond the Termination Date, and (b) the Executive’s execution, delivery, and non-revocation of, and performance under, a general release in favor of the Company and its Affiliates in a form attached hereto as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period“B”.
Appears in 1 contract
Sources: Executive Employment Agreement (Industrial Services of America Inc /Fl)
Severance Pay. (a) Monthly payments equivalent to Employee’s monthly base salary as In consideration of the effective continuing covenants and obligations of Executive under Sections 9 and 10, Executive shall be entitled to severance pay as follows upon termination of this Agreement:
A. If this Agreement is terminated in accordance with the provisions of Section 6.A., Bank shall continue to pay to Executive the Salary he was earning immediately prior to the termination of the Agreement, for a period of nine (9) months. Such severance benefits shall be payable in accordance with Bank's regular payroll practices as a continuation of Executive's Salary for the applicable period. In addition, for a period of nine (9) months or until Executive obtains other employment, whichever is earlier, Bank shall pay the COBRA premium for Executive's continued coverage under those group health, life, and disability plans under which he was covered at the time this Agreement terminated and for which he timely elect to receive COBRA continuation coverage. Executive shall continue to pay his co-payment then in effect for coverage under those plans. Bank shall also continue to pay Executive's car allowance and country club allowance described in Section 3.E. for a period of nine (9) months or until Executive obtains other employment, whichever is earlier.
B. If this Agreement is terminated pursuant to Section 6.D. at the time of or after a Change of Control (as defined therein), Bank shall continue to pay to Executive the Salary he was earning immediately prior to the termination of the Agreement, through and including November 30, 2006, or through the end of the extended term of this Agreement, whichever occurs later. Such severance benefits shall be payable in accordance with Bank's regular payroll practices, as a continuation of Executive's salary for the applicable period. In addition, for a period of six months or until Executive obtains other employment, whichever is earlier, Bank shall pay the COBRA premium for Executive's continued coverage under those group health, life, and disability plans under which he was covered at the time this Agreement terminated and for which he timely elects to receive COBRA continuation coverage. Executive shall continue to pay his co-payment then in effect for coverage under those plans. Bank shall also continue to pay Executive's car allowance and country club allowance described in Section 3.E. for a period of six months or until Executive obtains other employment, whichever is earlier.
C. If this Agreement is terminated and Executive's employment with Bank is terminated for any reason, Bank shall have no obligation to continue payment of any insurance premiums under the insurance policy described in Section 3 B. Within fifteen (15) days of the date of termination, without regard Executive may, by delivery of written notice to any temporary salary reduction Bank, elect to pay all premiums and costs thereafter due under such policy, in which case Bank will continue to own, and Executive shall pay all premiums and costs required to keep in force, such insurance in an amount sufficient to provide death benefits to Bank equal to the expected cost recovery amount (as determined in good faith by Bank) and death benefits to Executive's designated beneficiary in an amount equal to $500,000. In that may be event, Bank, as owner of the insurance policy, shall continue in effect at the endorsement of death benefits payable under such date due policy to material market disruptions resulting the beneficiary designated by Executive (above the cost recovery amount).
D. Bank may condition any payment of severance or other benefits under this Section 8 on the receipt of a written release; in form and substance reasonably satisfactory to Bank, pursuant to which Executive releases Bank and its affiliates, from any claims Executive might have against Bank arising out of Executive's employment with Bank except for accrued compensation under this Agreement, amounts payable under this Section 8 and any accrued indemnification rights Executive might have under Bank's charter or bylaws. In any case, Executive's rights to severance or other benefits under this Section 8 are conditioned on Executive's compliance with his obligations under Sections 9 and 10.
E. It is the impact intention of the COVID-19 (parties that none of the payments to which Executive is entitled under this Agreement will constitute a "golden parachute payment" within the meaning of 12 U.S.C. Section 1828(k)(3) or other) pandemicimplementing regulations of the OCC or FDIC, the payment of which is prohibited. Any payments made by Bank or Holding Company to or for the duration benefit of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred Executive pursuant to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonusthis Agreement, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus are subject to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement conditioned upon their compliance with 12 U.S.C. Section 1828(k) and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Planregulations promulgated thereunder.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (First Security Bancorp Inc /Ky/)
Severance Pay. If the Company terminates Executive’s employment without cause as determined by the Company’s Board of Directors or an authorized committee thereof, or if Executive resigns due to (ai) Monthly payments equivalent assignment to EmployeeExecutive of significant duties inconsistent with Executive’s monthly base salary as position, responsibilities and status with the Company, (ii) the relocation of the effective date of terminationCompany’s principal executive offices to a location outside the Los Angeles, without regard California area or a one hundred fifty (150) mile radius therefrom, or the Company requiring Executive to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from based anywhere other than the impact Company’s principal executive offices, or (iii) the failure of the COVID-19 (or other) pandemicCompany to obtain the assumption of all obligations under this Agreement by any successor, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee then Executive shall be entitled to receive either severance pay. Such severance pay shall be continuation of Executive’s then monthly base salary for twenty-four (24) months after the Bonus month of termination and payment thirty (30) days after termination of any incentive bonus for measurement periods already ended at the date of termination. Such payment of base salary shall be reduced by fifty percent (50%) of any base compensation earned from another employer during the period of base salary continuation. For eighteen (18) months following such termination, the Company shall also continue to pay, at its expense, premiums on Executive’s health and dental policies then in effect, all or a portion of which payments may be taxable to Executive as determined under tax laws in effect when such payments are made. All payments under this Section 8 are conditioned upon Executive’s written agreement with the terms Company that Executive will not file any administrative charge or lawsuit relating to Executive’s prior employment with the Company and agreement to release the Company and all of its then current and former directors, trustees, officers, employees, agents, members, and affiliated companies from any and all claims, in an agreement in such form as is determined by the Company. Termination by the Company of Executive’s employment for “cause” shall mean termination upon (A) the willful and continued failure by Executive substantially to perform his duties with the Company after written demand for substantial performance has been delivered to Executive by the Company’s Board of Directors or authorized committee thereof and Executive has failed to cure such failure within thirty (30) days or such longer period set by the Board; or (B) the willful engaging by Executive in gross misconduct materially and demonstrably injurious to Company; (C) breach of fiduciary duty involving personal profit; or (D) violation of any law, rule or regulation other than traffic violations or similar offenses. For purposes of this definition, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or admitted to be done, by Executive not in good faith and without reasonably belief that Executive’s action or omission was in the best interest of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus PlanCompany.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Employment Agreement (Silvergraph International Inc)
Severance Pay. 3.1 Notwithstanding any provision in this Agreement, the Company retains its right to terminate Executive's employment without Cause. Upon termination without Cause, Company shall pay to Executive Severance Pay for a period of eighteen (a18) Monthly months. Except as provided in Section 3.2, the payments equivalent required to Employee’s monthly base salary as be made by Employer to Executive pursuant to this Section 3.1 shall be Executive's sole severance benefit in the event of Executive's discharge without cause. Payment of such severance benefit is conditioned upon Executive executing a general release of all claims against the effective date Company, and Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of terminationthis Agreement. Notwithstanding the above, without regard to any temporary salary reduction that may in no event will Severance Pay be in effect at such date due to material market disruptions resulting from the impact less than one week of the COVID-19 (or other) pandemic, Executive's Base Compensation for the duration every year of the Non-Compete Period. Severance payments shall commence Executive's employment with the Employee’s effective date Company.
3.2 If Employer terminates Executive's employment at any time within one year after a Change in Control, Employer shall pay to Executive in a lump sum an amount equal to one year of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), Executive's Base Compensation plus a pro rata portionportion of the maximum amount of Incentive Compensation, if any, of the Bonus to which Employee would could have been entitled if Employee satisfied paid to Executive for the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s such termination occurred. Under this Section 3.2, such payments will not be less than the total of employment occurs under Executive's Base Compensation and Incentive Compensation for the terms of year prior to the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination Executive is terminated. Such payment required to be made by Employer to Executive pursuant to this Section 3.2 shall be in lieu of employment occursthose referred to in Section 3.1 and shall be Executive's sole severance benefit. FurtherPayment of such severance benefit is conditioned upon Executive executing a general release of all claims against the Company, for the avoidance and Executive's continued adherence to his/her obligations under Sections 4.0 and 5.0 of doubt, any this Agreement. Executive hereby agrees to repay to Company a pro rata portion of such Bonus or Pro Rata Bonus severance benefit should he/she violate his/her obligations under Sections 4.0 and/or 5.0.
3.3 Employer may terminate Executive's employment immediately at any time for Cause. In the event of termination for Cause, Employer shall not be obligated to make any payments other than the payment of earned but unpaid salary and benefits. Payments of Incentive Compensation, if any, will only be those amounts actually earned under the Incentive Compensation Plan prior to Employee's termination.
3.4 If Executive is unable to perform his duties and responsibilities by reason of a disability as defined under Company's short term disability plan (irrespective of whether employment has been terminated), Company shall provide Executive with short term disability benefits for a period of six months at a rate equal to Executive's Base Compensation and a pro rata portion of the amount that is payable based on of Incentive Compensation, if any, paid in the achievement of any individual performance factors or financial performance metrics normal process under the Plan for the year during which Executive first became disabled. This short term disability benefit shall be determined in accordance with reduced by the terms amount of payments due Executive for this time period under any applicable disability benefit programs, including Social Security disability, workers' compensation and disability retirement benefits.
3.5 In the event that Executive dies during the term of his Employment, Employer shall pay to his executors or administrators, as appropriate, for a period of three months, Executive's Base Compensation and a pro rata portion of the applicable Bonus Planamount of Incentive Compensation, if any, paid in the normal process under the Plan for the year in which Executive died. Any Bonus or Pro Rata Bonus payment To the extent reasonably possible, such payments will be paid at the same time structured as all other bonuses are paid non-taxable death benefits under the applicable Bonus PlanInternal Revenue Code.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, which will be paid in substantially equal installments in accordance with Aramark’s normal payroll cycle over the Severance Pay Period.
Appears in 1 contract
Sources: Executive Employment Agreement (Shared Medical Systems Corp)
Severance Pay. If Executive’s employment is terminated (i) by mutual agreement, (ii) by Vitesse For Cause, (iii) by Executive for other than Good Reason (as defined below) or (iv) because of Executive’s Disability or death, Executive (or Executive’s estate in the case of Executive’s death) shall receive Executive’s base salary earned through Executive’s final day of employment, but shall not be eligible to receive any Severance Pay (as defined below) or any other compensation, unless agreed upon by both parties. For purposes of clarification, it is agreed that under this Agreement, neither termination by Vitesse other than For Cause nor termination by Executive for Good Reason includes termination of employment because of Executive’s Disability or death. Executive’s right to receive any of the benefits under this Section 6 shall be conditioned upon Executive’s execution of Vitesse’s standard form of waiver and release of claims. If Executive’s employment is terminated other than on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of Executive’s Target Bonus and (iii) Severance Pay. If Executive’s employment is terminated on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, Executive shall receive (i) his base salary earned through Executive’s final day of employment, (ii) a pro-rata portion (based upon the portion of the fiscal year occurring prior to Executive’s final day of employment) of the greater of (a) Monthly payments equivalent Executive’s Target Bonus or (b) the bonus the Executive actually received for the fiscal year ending immediately prior to EmployeeExecutive’s monthly base salary final day of employment and (iii) Severance Pay. In addition, upon a termination of Executive’s employment on or within 24 months after a Change of Control Event by Vitesse other than For Cause or by Executive for Good Reason, all outstanding options and restricted stock units which are subject solely to time-based vesting shall become fully vested. Furthermore, if a Change of Control Event occurs and if the Executive’s employment with Vitesse is terminated within one year prior to the date on which the Change of Control Event occurs by Vitesse other than For Cause, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party which had taken steps reasonably calculated to effect such Change of Control Event or (ii) otherwise arose in connection with or anticipation of such Change of Control Event, then all restricted stock units which are subject solely to time-based vesting and were outstanding immediately prior to Executive’s final day of employment shall become fully vested as of the effective date Change of terminationControl Event and to the extent such Change of Control Event occurs prior to 6 months after Executive’s termination of employment, without regard all options outstanding immediately prior to any temporary salary reduction that may be in effect at such date due Executive’s final day of employment which are subject solely to material market disruptions resulting from the impact time-vesting shall become fully vested as of the COVID-19 (or other) pandemic, for Change of Control Event and subject to the duration other terms of the Non-Compete Period. Severance payments equity compensation plan applicable upon a Change of Control Event, shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The have a remaining exercise period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employeelesser of (i) the period remaining until 6 months after the Executive’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.590 days after such Change of Control Event, which will be paid in substantially equal installments in accordance provided such exercise period does not extend beyond the maximum term of the options applicable if the Executive had remained employed with Aramark’s normal payroll cycle over the Severance Pay PeriodCompany.
Appears in 1 contract
Severance Pay. (a) Monthly payments equivalent All perçons who are employed on a year round basis on jobs within the Union's juris- diction, including regular spares and permanent vacation replacements who have one year or more of service, will be eligible for severance pay when laid of€ by Company action because there is no work available to Employeewhich their seniority entitles them. A laid off employee entitled to severance pay will be paid one week's pay for each year of the last full period of service. An employee’s monthly base salary recall rights will not be affected in any manner because the payment of severance pay. However, if recall occurs before the time when the severance payment is due, no such payment will be made. Or, if employee is offered recall, according to the applicable recall provision in his case, and it is all recall and severance pay are automatically cancelled ex- cept governed by Article If an employee is recalled after having received all of the severance pay due him, he will begin again as of the effective date of termination, without regard to any temporary salary reduction that may be in effect at such date due to material market disruptions resulting from the impact return accumulating a new period of the COVID-19 (or other) pandemic, for the duration of the Non-Compete Period. Severance payments shall commence with the Employee’s effective date of termination and shall be made in accordance with Aramark’s normal payroll cycle. The period during which Employee receives these monthly severance payments shall be referred to as the “Severance Pay Period.”
(b) If Employee is not entitled to a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan (as such term is defined in Exhibit B hereto), a pro rata portion, if any, of the Bonus to which Employee would have been entitled if Employee satisfied the eligibility criteria under the applicable Bonus Plan (the “Pro Rata Bonus”). If Employee is entitled to receive a Bonus, pro rata or otherwise, in respect of the Aramark fiscal year in which Employee’s termination of employment occurs under the terms of the applicable Bonus Plan, Employee shall be entitled to receive either the Bonus under the terms of the applicable Bonus Plan, or the Pro Rata Bonus, whichever is greater; provided, however, that in no event shall Employee receive duplicate Bonus and Pro Rata Bonus payments under each of this Agreement and the applicable Bonus Plan in respect of the Aramark fiscal year in which Employee’s termination of employment occurs. Further, for the avoidance of doubt, any portion of such Bonus or Pro Rata Bonus amount that is payable based on the achievement of any individual performance factors or financial performance metrics shall be determined in accordance with the terms of the applicable Bonus Plan. Any Bonus or Pro Rata Bonus payment will be paid at the same time as all other bonuses are paid under the applicable Bonus Plan.
(c) An amount equal to (i) Employee’s Target Bonus (as such term is defined in Exhibit B hereto), multiplied by (ii) 1.5, service which will be credited toward any future lay-off an employee is recalled after having received a he upon return to work retain the right to the un- paid if laid off a time. He will begin accumulating again a new period of service which will, in substantially equal installments addition, be credited toward any future layoff. The present article does not apply in accordance the case of layoff resulting from an explosion, a fire or a case of an Act of God that does not bring about a partial or a total Mill shutdown for at least twelve months. However, after six months of the date of such a shutdown, an employee may claim the severance pay by renouncing his seniority and recall rights. It also does not apply in the case of a layoff resulting from a labour dispute in the Company or in the case of a scheduled temporary shutdown. The Company reserves the right to adjust all or any of its crews arising out of a change of process or a change of equipment, It is under- stood that the will be notified at least fifteen days prior to any such The Company reserves the right to use whatever mechanical equipment, includ- ing wharf cranes, tractor bulldozers, etc., it consider necessary for economical loading or un- loading of cargoes, Loading and handling material to and yard, in ballast pits at Peter's River and Fox Farm, etc. It is understood that only the actual number of men necessary will be employed when work of the above described nature is being performed. Whenever mechan- ical equipment other than that already in use to be PULP MILL SCHEDULE HOURS OF WORK The normal operation of loading and unloading will be seven days per week with Aramark’s normal payroll cycle over the Severance Pay Periodcrews working on a 48-hr.
Appears in 1 contract
Sources: Master Agreement