Termination and Payment Terms. (a) The Employment Period shall terminate prior to the Expiration Date upon the occurrence of any of the following events: (i) delivery by the Executive of a written resignation to the Company with no less than ninety (90) days’ advance written notice to the Company; (ii) the death or Disability of the Executive; (iii) the adoption, before the Executive has cured the event giving rise to Cause or in the event the Executive fails to cure the event giving rise to Cause, of a good faith resolution by the Board terminating the Executive’s employment with Cause; (iv) the adoption of a resolution by the Board terminating the Executive’s employment without Cause with no less than ninety (90) days’ advance written notice to the Executive; and (v) termination by the Executive for Good Reason. Other than as provided in the previous sentence the Employment Period shall not terminate prior to the Expiration Date. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to the Executive. (b) Upon the Executive’s termination of employment, the Executive shall be entitled to certain payments and benefits in accordance with the following: (i) Upon the Executive’s termination of employment because of the occurrence of the Expiration Date or by resolution of the Board without Cause in accordance with Section 4(a) or by the Executive for Good Reason in accordance with Section 4(a), then the Executive shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company and, (2) subject to the Executive’s timely execution and non-revocation of the general release described in Section 4(c) (the “General Release”), the reduction in payments in the event of other employment as described in Section 8(g) and the Executive’s compliance with Sections 6, 7 and 8 and the other conditions and limitations in this Agreement, (x) continued payment of Base Salary (as was in effect immediately prior to such termination) for the duration of the Severance Period (or, in the case of termination by resolution of the Board without Cause, for the duration of the Severance Period other than the final ninety (90) days of the Severance Period), payable in regular installments in accordance with the Company’s general payroll practices as in effect from time to time, (y) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), payable when the bonus payments for such Termination Year are otherwise due, and (z) continued eligibility to participate in and the payment by the Company of amounts required for participation in all of the Company’s benefits plans and programs as provided in Section 3(b) during the Severance Period consistent with the Company’s practice in effect from time to time for executive level employees (including health insurance and COBRA payments, solely to the extent permitted by the terms of the Company’s Benefit plans and pursuant to applicable law). (ii) Upon the Executive’s termination of employment as a result of the Executive’s death, the Executive’s estate or other legal beneficiaries shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, and (2) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive’s estate shall not be entitled to any further Base Salary, bonus payments, or Benefits for that year or any future year, or to any other compensation of any kind; (iii) Upon the Executive’s termination of employment as a result of the Executive’s Disability, the Executive shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, (2) continuing payments under any health or life insurance plans covering the Executive and the Executive’s spouse and children prior to the Executive’s Disability until the Expiration Date, solely to the extent permitted by the terms of the Company’s Benefit plans, and (3) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive shall not be entitled to any further Base Salary, bonus payments or Benefits (other than as described in clause (2) of this paragraph, or as required by applicable law) for that year or any future year, or to any other compensation of any kind; and (iv) Upon the Executive’s termination of employment as a result of Executive’s voluntary resignation without Good Reason in accordance with Section 4(a) or by good faith resolution of the Board for Cause in accordance with Section 4(a), the Executive shall be entitled to the Accrued Obligations (provided, that in the event of the Executive’s termination of employment by the Company for Cause in accordance with Section 4(a), Accrued Obligations shall not include any unpaid annual cash bonus for the fiscal year preceding the Termination Year), payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, but shall not be entitled to any further Base Salary, bonus payments, or Benefits (except as required by applicable law) for that year or any future year, or to any other compensation of any kind, nature or amount. (c) Notwithstanding anything to the contrary in this Agreement, as a condition precedent to any obligation of the Company to make payments to the Executive pursuant to Section 4(b)(i) (aside from the Accrued Obligations), the Executive shall be required (but only if the Company has complied with its obligations pursuant to the next sentence of this Section 4(c)) to deliver to the Company a valid, executed General Release in substantially the form attached hereto as Exhibit A, and shall not revoke such General Release prior to the expiration of any revocation rights afforded to the Executive by applicable law. The Company shall provide the Executive with the General Release, as executed by the Company, prior to the Termination Date, and, if the Company has so provided the Executive with the executed General Release prior to the Termination Date, Executive must deliver the executed General Release to the Company within twenty-one (21) days (or, if greater, the minimum period required by applicable law) after the Termination Date, failing which Executive will forfeit all rights to any payments described in Section 4(b)(i) (aside from the Accrued Obligations). (d) The Executive hereby agrees that, except as expressly provided herein, no compensation of any kind, nature or amount shall be payable to the Executive and, except as expressly provided herein, the Executive hereby irrevocably waives any claim for any such compensation including, without limitation, any severance compensation. (e) Except as otherwise provided in Sections 4(b)(i)-(iv) above, all of the Executive’s rights to Benefits hereunder (if any) shall cease upon the termination of the Employment Period, except as may be required by applicable law.
Appears in 1 contract
Termination and Payment Terms. (a) The Employment Period shall commence on January 4, 2010 (“Commencement Date”) shall terminate prior to on the Expiration Date upon the occurrence earliest of any of the following events: (i) delivery by the Executive third anniversary of a written resignation to the Company with no less than ninety (90) days’ advance written notice to the Company; Commencement Date, (ii) the immediately upon Executive’s resignation, death or Disability of the Executive; or (iii) by resolution of the adoptionBoard, before the Executive has cured the event giving rise to Cause with or in the event the Executive fails to cure the event giving rise to without Cause, of a good faith resolution by the Board terminating the Executive’s employment with Cause; (iv) the adoption of a resolution by the Board terminating the Executive’s employment without Cause with no less than ninety (90) days’ advance written notice to the Executive; and (v) termination by the Executive for Good Reason. Other than as provided in the previous sentence the Employment Period shall not terminate prior to the Expiration Dateat any time. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to the Executive.
(b) Upon If the Executive’s termination of employment, the Executive shall be entitled to certain payments and benefits in accordance with the followingEmployment Period is terminated:
(i) Upon the Executive’s termination of employment because of the occurrence of the Expiration Date or by resolution of the Board without Cause in accordance with Section 4(a(other than for Cause) or by the Executive resigning for Good Reason in accordance with Section 4(a)Reason, then the Executive shall be entitled to receive (1) all previously earned and accrued but unpaid Base Salary and vacation and unpaid business expenses up to the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement date of the Company andsuch termination, (2) subject to the Executive’s timely execution and non-revocation of the general release described in Section 4(c) (the “General Release”), the reduction in payments in the event of other employment as described in Section 8(g) and the Executive’s compliance with Sections 6, 7 and 8 and the other conditions and limitations in this Agreement, (x) continued payment of Base Salary (as was in effect immediately prior to such termination) for the duration of the Severance Period (or, in the case of termination by resolution of the Board without Cause, for the duration of the Severance Period other than the final ninety (90) days of the Severance Period), payable in regular installments in accordance with the Company’s general payroll practices as in effect from time to time, (y) a prorated portion of any cash unpaid bonus payment (if any) earned by Executive for the Executive fiscal year prior to the Termination Year, but then unpaid, and any other amounts owed under Section 3(i), (3) the pro rata portion of Executive’s Target Bonus (pursuant to Section 3(b) hereof) during the Termination Year pursuant to Section 3(d)Year, payable when the bonus payments for such Termination Year are otherwise due, and (z) continued eligibility to participate in and the payment by the Company of amounts required for participation in all of the Company’s benefits plans and programs as provided in Section 3(b) during the Severance Period consistent with the Company’s practice in effect from time to time for executive level employees (including health insurance and COBRA payments, solely to the extent permitted by performance criteria are met and targets thereunder are achieved for such year, after such termination or expiration, pro rated based on the terms number of days of the Company’s Benefit plans and pursuant Termination Year, prior to applicable law).
(ii) Upon the Executive’s termination date of employment as a result of the Executive’s death, the Executive’s estate or other legal beneficiaries shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, and (2) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d)termination, which payment shall be made when the bonus payments for such Termination Year are otherwise due. The ; (4) severance pay in the full amount of Base Salary at the time of termination from the date of termination through the period ending on the first (1st) anniversary of the date of termination; and (5) full continuation of Executive’s estate shall hospital, health, disability, medical and life insurance benefits during the one (1) year severance period (to the extent any of those benefits cannot be entitled provided by Company during the one (1) year severance period, the Company will provide Executive with a sum of money calculated to any further Base Salarypermit Executive to obtain the same benefits individually, bonus payments, or Benefits grossed up for tax purposes so that year or any future year, or to Executive remains whole); or
(ii) for any other compensation of any kind;
(iii) Upon the Executive’s termination of employment reason, including as a result of the Executive’s death, Disability, voluntary resignation for other than Good Reason or by resolution of the Executive Board for Cause, Executive’s sole entitlement shall be entitled to receive (1) the Accrued Obligationsall previously earned and accrued but unpaid Base Salary, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, (2) continuing payments under any health or life insurance plans covering the Executive vacation and the Executive’s spouse and children prior unpaid business expenses up to the Executive’s Disability until the Expiration Date, solely to the extent permitted by the terms date of the Company’s Benefit plans, such termination and (3) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive shall not be entitled to any further Base Salary, bonus payments or Benefits (other than as described in clause (2) of this paragraph, or as required by applicable law) benefits for that year or any future year, except as required by law, or to any other severance compensation of any kind; and.
(ivc) Upon the Executive’s termination of employment as a result of Executive’s voluntary resignation without Good Reason in accordance with Section 4(aExecutive agrees that: (i) or by good faith resolution of the Board for Cause in accordance with Section 4(a), the Executive shall be entitled to the Accrued Obligations payments and services provided for in Sections 4(b)(i)(3), 4(b)(i)(4), and 4(b)(i)(5), if any, if and only if Executive has executed and delivered the Release attached as Exhibit A and seven (provided, that in the event 7) days have elapsed since such execution without any revocation thereof by Executive and Executive has not breached as of the Executive’s date of termination of employment by the Company Employment Period the provisions of Sections 5, 6 and 7 hereof and does not breach such sections or such covenants at any time during the period for Cause in accordance with Section 4(a), Accrued Obligations shall not include any unpaid annual cash bonus for the fiscal year preceding the Termination Year), payable within thirty which such payments or services are to be made; and (30ii) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, but shall not be entitled ’s obligation to any further Base Salary, bonus payments, or Benefits (except as required by applicable law) for that year or any future year, or to any other compensation make such payments and services will terminate upon the occurrence of any kind, nature or amount.
(c) Notwithstanding anything to the contrary in this Agreement, as a condition precedent to any obligation of the Company to make payments to the Executive pursuant to Section 4(b)(i) (aside from the Accrued Obligations), the Executive shall be required (but only if the Company has complied with its obligations pursuant to the next sentence of this Section 4(c)) to deliver to the Company a valid, executed General Release in substantially the form attached hereto as Exhibit A, and shall not revoke such General Release prior to the expiration of any revocation rights afforded to the Executive by applicable law. The Company shall provide the Executive with the General Release, as executed by the Company, prior to the Termination Date, and, if the Company has so provided the Executive with the executed General Release prior to the Termination Date, Executive must deliver the executed General Release to the Company within twenty-one (21) days (or, if greater, the minimum period required by applicable law) after the Termination Date, failing which Executive will forfeit all rights to any payments described in Section 4(b)(i) (aside from the Accrued Obligations)breach during such period.
(d) Except as stated above, any payments pursuant to Section 4(b) shall be paid by the Company in regular installments in accordance with the Company’s general payroll practices, and following such payments the Company shall have no further obligation to Executive pursuant to this Section 4 except as provided by law. All amounts payable to Executive as compensation hereunder shall be subject to all customary withholding, payroll and other taxes. The Company shall be entitled to deduct or withhold from any amounts payable to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s compensation or other payments or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).
(e) Executive hereby agrees that, that except as expressly provided herein, no severance compensation of any kind, nature or amount shall be payable to the Executive and, and except as expressly provided herein, the Executive hereby irrevocably waives any claim for any such compensation including, without limitation, any severance compensation.
(ef) Except as otherwise provided in Sections 4(b)(i)-(iv4(b)(i) and 4(b)(ii) above, all of the Executive’s rights pursuant to Benefits hereunder Section 3 (if anyother than Section 3(h)) shall cease upon the termination of the Employment Period.
(g) Notwithstanding anything herein to the contrary, except if, at the time any payment is payable to Executive pursuant to the provisions of Section 4(b)(i) above as may a result of Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder, the Company or any company in the affiliate group in which the Company’s financial statements are consolidated in accordance with generally accepted accounting principles has a class of equity securities traded on an established domestic or foreign securities market or otherwise including, without limitation, trading on an American exchange only as American Depositary receipts and Executive is designated a “specified person” (as such term is defined in Section 409A of the Code and the regulations promulgated thereunder) on a list prepared by the Company periodically pursuant to Section 409A of the Code and the regulations promulgated thereunder, then during the six month period from and after the date of Executive’s “separation from service” the amount payable to Executive pursuant to the provisions of Section 4(b)(i) of the Employment Agreement shall not exceed the lesser of (x) two times Executive’s annual base compensation or (y) two times the amount determined pursuant to Section 401(a)(17) of the Code, and any excess amount which accrues to Executive during such period shall be required by applicable lawwithheld during such period and paid to Executive in a lump sum upon the expiration of six months after the date of “separation from service” (or , if earlier than the end of such six month period, upon Executive’s death). Any further amounts payable to Executive pursuant to Section 4(b) (i) thereafter accruing shall be paid on their scheduled payment dates.
Appears in 1 contract
Sources: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Termination and Payment Terms. (a) The Employment Period shall terminate prior to commence on the Expiration Commencement Date upon the occurrence of any of the following events: and shall terminate, (i) delivery by the Executive of a written resignation to the Company with no less than ninety (90) days’ advance written notice to the Company; immediately upon Executive’s resignation, death or Disability or (ii) the death or Disability by resolution of the Executive; (iii) the adoptionBoard, before the Executive has cured the event giving rise to Cause with or in the event the Executive fails to cure the event giving rise to without Cause, of a good faith resolution by the Board terminating the Executive’s employment with Cause; (iv) the adoption of a resolution by the Board terminating the Executive’s employment without Cause with no less than ninety (90) days’ advance written notice to the Executive; and (v) termination by the Executive for Good Reason. Other than as provided in the previous sentence the Employment Period shall not terminate prior to the Expiration Dateat any time. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive. For the avoidance of doubt, Executive’s employment with the Company is “at will,” subject only to the notice and severance provisions expressly set forth herein.
(b) Upon If the Executive’s termination of employment, the Executive shall be entitled to certain payments and benefits in accordance with the followingEmployment Period is terminated:
(i) Upon the Executive’s termination of employment because of the occurrence of the Expiration Date or by resolution of the Board without (other than for Cause in accordance with Section 4(aor Disability) or by the Executive resigning for Good Reason in accordance with Section 4(a)Reason, then the Executive shall be entitled to receive (1A) all previously earned and accrued but unpaid Base Salary and vacation and unpaid business expenses up to the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement date of the Company andsuch termination, (2B) subject an amount equal to the Executive’s timely execution and non-revocation of the general release described in Section 4(c) (the “General Release”), the reduction in payments in the event of other employment as described in Section 8(g) and the Executive’s compliance with Sections 6, 7 and 8 and the other conditions and limitations in this Agreement, (x) continued payment of Base Salary (as was in effect immediately prior to such termination) for the duration of the Severance Period (or, in the case of termination by resolution of the Board without Cause, for the duration of the Severance Period other than the final ninety (90) days of the Severance Period), payable in regular installments in accordance with the Company’s general payroll practices as in effect from time to time, (y) a prorated portion of any cash bonus payment (if any) earned by under the Executive during Senior Management Bonus Plan with respect to the fiscal year prior to the Termination Year pursuant that has been determined (or is determinable) but not yet paid to Section 3(d)Executive, payable which payment shall be made when the bonus payments for such Termination Year are otherwise due, and due (z) continued eligibility to participate but in and any event no later than 21/2 months following the payment by the Company of amounts required for participation in all conclusion of the Company’s benefits plans and programs as provided fiscal year in which the bonus is earned), (C) the pro rata portion of Executive’s Target Bonus (pursuant to Section 3(b) hereof) during the Severance Period consistent with the Company’s practice in effect from time to time for executive level employees (including health insurance and COBRA paymentsTermination Year, solely to the extent permitted by targets thereunder are achieved for such year, after such termination or expiration, pro rated based on the terms number of the Company’s Benefit plans and pursuant to applicable law).
(ii) Upon the Executive’s termination days of employment as a result of the Executive’s death, the Executive’s estate or other legal beneficiaries shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, and (2) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant prior to Section 3(d)the date of termination, which payment shall be made when the bonus payments for such Termination Year are otherwise due. The , (D) severance pay in an amount equal to two times Executive’s estate shall not be entitled Base Salary in effect immediately prior to any further Base Salary, bonus payments, or Benefits for that year or any future year, or to any other compensation of any kind;
(iii) Upon the Executive’s termination of employment hereunder, payable in 24 monthly installments following the termination of Executive’s employment in accordance with the Company’s standard payroll practices, and (E) full continuation of Executive’s health, dental and vision insurance benefits during the two (2) year severance period; or
(ii) for any other reason, including as a result of the Executive’s death, Disability, voluntary resignation for other than Good Reason or by resolution of the Executive Board for Cause, Executive’s sole entitlement shall be entitled to receive (1) the Accrued Obligationsall previously earned and accrued but unpaid Base Salary, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, (2) continuing payments under any health or life insurance plans covering the Executive vacation and the Executive’s spouse and children prior unpaid business expenses up to the Executive’s Disability until the Expiration Date, solely to the extent permitted by the terms date of the Company’s Benefit plans, such termination and (3) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive shall not be entitled to any further Base Salary, bonus payments or Benefits (other than as described in clause (2) of this paragraph, or as required by applicable law) benefits for that year or any future year, except as required by law, or to any other severance compensation of any kind; and.
(ivc) Upon the Executive’s termination of employment as a result of Executive’s voluntary resignation without Good Reason in accordance with Section 4(aExecutive agrees that: (i) or by good faith resolution of the Board for Cause in accordance with Section 4(a), the Executive shall be entitled to the Accrued Obligations (providedpayments and services provided for in Sections 4(b)(i)(B), that 4(b)(i)(C), 4(b)(i)(D), and 4(b)(i)(E), if any, if and only if Executive has executed and delivered a customary release in the event of the Executive’s termination of employment by a form acceptable to the Company for Cause in accordance with Section 4(a)(the “Release”) (and no longer subject to revocation, Accrued Obligations shall not include any unpaid annual cash bonus for the fiscal year preceding the Termination Year), payable if applicable) within thirty fifty two (3052) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement date of termination and Executive has not breached as of the date of termination of the Employment Period the provisions of Sections 5, 6 and 7 hereof and does not breach such sections or such covenants at any time during the period for which such payments or services are to be made; and (ii) the Company, but ’s obligation to make such payments and services will terminate upon the occurrence of any such breach during such period. Executive shall not be entitled to any further Base Salary, bonus payments, or Benefits (except as required by applicable law) for that year or any future year, or to any other compensation of any kind, nature or amount.
(c) Notwithstanding anything to the contrary in this Agreement, as a condition precedent to have any obligation of to mitigate the Company amounts payable to make payments to the Executive pursuant to Section 4(b)(i) (aside from the Accrued ObligationsSections 4(b)(i)(B), 4(b)(i)(C), 4(b)(i)(D) and 4(b)(i)(E) by seeking or accepting alternative employment; provided, that Executive’s rights to receive the Executive benefits provided for in Section 4(b)(i)(E) shall cease at such time as he is eligible to be required (but only if covered under the Company has complied with its obligations pursuant to the next sentence of this Section 4(c)) to deliver to the Company a validhealth, executed General Release in substantially the form attached hereto dental or vision insurance benefits, as Exhibit Aapplicable, and shall not revoke such General Release prior to the expiration of any revocation rights afforded to the Executive by applicable law. The Company shall provide the Executive with the General Release, as executed by the Company, prior to the Termination Date, and, if the Company has so provided the Executive with the executed General Release prior to the Termination Date, Executive must deliver the executed General Release to the Company within twenty-one (21) days (or, if greater, the minimum period required by applicable law) after the Termination Date, failing which Executive will forfeit all rights to any payments described in Section 4(b)(i) (aside from the Accrued Obligations)subsequent employer.
(d) Except as stated above, any payments pursuant to Section 4(b) shall be paid by the Company in regular installments in accordance with the Company’s general payroll practices, and following such payments the Company shall have no further obligation to Executive pursuant to this Section 4 except as provided by law; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. All amounts payable to Executive as compensation hereunder shall be subject to all customary withholding, payroll and other taxes. The Company shall be entitled to deduct or withhold from any amounts payable to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s compensation or other payments or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).
(e) Executive hereby agrees that, that except as expressly provided herein, no severance compensation of any kind, nature or amount shall be payable to the Executive and, and except as expressly provided herein, the Executive hereby irrevocably waives any claim for any such compensation including, without limitation, any severance compensation.
(ef) Except as otherwise provided in Sections 4(b)(i)-(iv4(b)(i) and 4(b)(ii) above, all of the Executive’s rights pursuant to Benefits hereunder Section 3 (if anyother than Section 3(h)) shall cease upon the termination of the Employment Period, except as may be required by applicable law.
Appears in 1 contract
Termination and Payment Terms. (a) The Employment Period shall terminate prior to commence on the Expiration Commencement Date upon the occurrence of any of the following events: and shall terminate, (i) delivery by the Executive of a written resignation to the Company with no less than ninety (90) days’ advance written notice to the Company; immediately upon Executive’s resignation, death or Disability or (ii) the death or Disability by resolution of the Executive; (iii) the adoptionBoard, before the Executive has cured the event giving rise to Cause with or in the event the Executive fails to cure the event giving rise to without Cause, of a good faith resolution by the Board terminating the Executive’s employment with Cause; (iv) the adoption of a resolution by the Board terminating the Executive’s employment without Cause with no less than ninety (90) days’ advance written notice to the Executive; and (v) termination by the Executive for Good Reason. Other than as provided in the previous sentence the Employment Period shall not terminate prior to the Expiration Dateat any time. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive. For the avoidance of doubt, Executive’s employment with the Company is “at will,” subject only to the notice and severance provisions expressly set forth herein.
(b) Upon If the Executive’s termination of employment, the Executive shall be entitled to certain payments and benefits in accordance with the followingEmployment Period is terminated:
(i) Upon the Executive’s termination of employment because of the occurrence of the Expiration Date or by resolution of the Board without (other than for Cause in accordance with Section 4(aor Disability) or by the Executive resigning for Good Reason in accordance with Section 4(a)Reason, then the Executive shall be entitled to receive (1A) all previously earned and accrued but unpaid Base Salary and vacation and unpaid business expenses up to the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement date of the Company andsuch termination, (2B) subject an amount equal to the Executive’s timely execution and non-revocation of the general release described in Section 4(c) (the “General Release”), the reduction in payments in the event of other employment as described in Section 8(g) and the Executive’s compliance with Sections 6, 7 and 8 and the other conditions and limitations in this Agreement, (x) continued payment of Base Salary (as was in effect immediately prior to such termination) for the duration of the Severance Period (or, in the case of termination by resolution of the Board without Cause, for the duration of the Severance Period other than the final ninety (90) days of the Severance Period), payable in regular installments in accordance with the Company’s general payroll practices as in effect from time to time, (y) a prorated portion of any cash bonus payment (if any) earned by under the Executive during Senior Management Bonus Plan with respect to the fiscal year prior to the Termination Year pursuant that has been determined (or is determinable) but not yet paid to Section 3(d)Executive, payable which payment shall be made when the bonus payments for such Termination Year are otherwise due, and due (z) continued eligibility to participate but in and any event no later than 21/2 months following the payment by the Company of amounts required for participation in all conclusion of the Company’s benefits plans and programs as provided fiscal year in which the bonus is earned), (C) the pro rata portion of Executive’s Target Bonus (pursuant to Section 3(b) hereof) during the Severance Period consistent with the Company’s practice in effect from time to time for executive level employees (including health insurance and COBRA paymentsTermination Year, solely to the extent permitted by targets thereunder are achieved for such year, after such termination or expiration, pro rated based on the terms number of the Company’s Benefit plans and pursuant to applicable law).
(ii) Upon the Executive’s termination days of employment as a result of the Executive’s death, the Executive’s estate or other legal beneficiaries shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, and (2) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant prior to Section 3(d)the date of termination, which payment shall be made when the bonus payments for such Termination Year are otherwise due. The , (D) severance pay in an amount equal to two times Executive’s estate shall not be entitled Base Salary in effect immediately prior to any further Base Salary, bonus payments, or Benefits for that year or any future year, or to any other compensation of any kind;
(iii) Upon the Executive’s termination of employment hereunder, payable in 24 monthly installments following the termination of Executive’s employment in accordance with the Company’s standard payroll practices, and (E) full continuation of Executive’s health, dental and vision insurance benefits during the two (2) year severance period; or
(ii) for any other reason, including as a result of the Executive’s death, Disability, voluntary resignation for other than Good Reason or by resolution of the Executive Board for Cause, Executive’s sole entitlement shall be entitled to receive (1) the Accrued Obligationsall previously earned and accrued but unpaid Base Salary, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, (2) continuing payments under any health or life insurance plans covering the Executive vacation and the Executive’s spouse and children prior unpaid business expenses up to the Executive’s Disability until the Expiration Date, solely to the extent permitted by the terms date of the Company’s Benefit plans, such termination and (3) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive shall not be entitled to any further Base Salary, bonus payments or Benefits (other than as described in clause (2) of this paragraph, or as required by applicable law) benefits for that year or any future year, except as required by law, or to any other severance compensation of any kind; and.
(ivc) Upon the Executive’s termination of employment as a result of Executive’s voluntary resignation without Good Reason in accordance with Section 4(aExecutive agrees that: (i) or by good faith resolution of the Board for Cause in accordance with Section 4(a), the Executive shall be entitled to the Accrued Obligations (providedpayments and services provided for in Sections 4(b)(i)(B), that 4(b)(i)(C), 4(b)(i)(D), and 4(b)(i)(E), if any, if and only if Executive has executed and delivered a customary release in the event of the Executive’s termination of employment by a form acceptable to the Company for Cause in accordance with Section 4(a)(the “Release”) (and no longer subject to revocation, Accrued Obligations shall not include any unpaid annual cash bonus for the fiscal year preceding the Termination Year), payable if applicable) within thirty fifty two (3052) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement date of termination and Executive has not breached as of the date of termination of the Employment Period the provisions of Sections 5, 6 and 7 hereof and does not breach such sections or such covenants at any time during the period for which such payments or services are to be made; and (ii) the Company, but ’s obligation to make such payments and services will terminate upon the occurrence of any such breach during such period. Executive shall not be entitled to any further Base Salary, bonus payments, or Benefits (except as required by applicable law) for that year or any future year, or to any other compensation of any kind, nature or amount.
(c) Notwithstanding anything to the contrary in this Agreement, as a condition precedent to have any obligation of to mitigate the Company amounts payable to make payments to the Executive pursuant to Section 4(b)(i) (aside from the Accrued ObligationsSections 4(b)(i)(B), 4(b)(i)(C), 4(b)(i)(D) and 4(b)(i)(E) by seeking or accepting alternative employment; provided, that Executive’s rights to receive the Executive benefits provided for in Section 4(b)(i)(E) shall cease at such time as he is eligible to be required (but only if covered under the Company has complied with its obligations pursuant to the next sentence of this Section 4(c)) to deliver to the Company a validhealth, executed General Release in substantially the form attached hereto dental or vision insurance benefits, as Exhibit A8 applicable, and shall not revoke such General Release prior to the expiration of any revocation rights afforded to the Executive by applicable law. The Company shall provide the Executive with the General Release, as executed by the Company, prior to the Termination Date, and, if the Company has so provided the Executive with the executed General Release prior to the Termination Date, Executive must deliver the executed General Release to the Company within twenty-one (21) days (or, if greater, the minimum period required by applicable law) after the Termination Date, failing which Executive will forfeit all rights to any payments described in Section 4(b)(i) (aside from the Accrued Obligations)subsequent employer.
(d) Except as stated above, any payments pursuant to Section 4(b) shall be paid by the Company in regular installments in accordance with the Company’s general payroll practices, and following such payments the Company shall have no further obligation to Executive pursuant to this Section 4 except as provided by law; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. All amounts payable to Executive as compensation hereunder shall be subject to all customary withholding, payroll and other taxes. The Company shall be entitled to deduct or withhold from any amounts payable to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s compensation or other payments or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).
(e) Executive hereby agrees that, that except as expressly provided herein, no severance compensation of any kind, nature or amount shall be payable to the Executive and, and except as expressly provided herein, the Executive hereby irrevocably waives any claim for any such compensation including, without limitation, any severance compensation.
(ef) Except as otherwise provided in Sections 4(b)(i)-(iv4(b)(i) and 4(b)(ii) above, all of the Executive’s rights pursuant to Benefits hereunder Section 3 (if anyother than Section 3(h)) shall cease upon the termination of the Employment Period, except as may be required by applicable law.
Appears in 1 contract
Termination and Payment Terms. (a) The Employment Period shall terminate prior to commence on the Expiration Date upon the occurrence of any of the following events: date hereof and shall terminate, (i) delivery by the Executive of a written resignation to the Company with no less than ninety (90) days’ advance written notice to the Company; immediately upon Executive’s resignation, death or Disability, or (ii) the death or Disability by resolution of the Executive; (iii) the adoptionBoard, before the Executive has cured the event giving rise to Cause with or in the event the Executive fails to cure the event giving rise to without Cause, of a good faith resolution by the Board terminating the Executive’s employment with Cause; (iv) the adoption of a resolution by the Board terminating the Executive’s employment without Cause with no less than ninety (90) days’ advance written notice to the Executive; and (v) termination by the Executive for Good Reason. Other than as provided in the previous sentence the Employment Period shall not terminate prior to the Expiration Dateat any time. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to the Executive.
(b) Upon If the Executive’s termination of employment, the Executive shall be entitled to certain payments and benefits in accordance with the followingEmployment Period is terminated:
(i) Upon the Executive’s termination of employment because of the occurrence of the Expiration Date or by resolution of the Board without Cause in accordance with Section 4(a(other than for Cause) or by the Executive resigning for Good Reason in accordance with Section 4(a)Reason, then the Executive shall be entitled to receive (1) all previously earned and accrued but unpaid Base Salary and vacation and unpaid business expenses up to the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement date of the Company andsuch termination, (2) subject to the Executive’s timely execution and non-revocation of the general release described in Section 4(c) (the “General Release”), the reduction in payments in the event of other employment as described in Section 8(g) and the Executive’s compliance with Sections 6, 7 and 8 and the other conditions and limitations in this Agreement, (x) continued payment of Base Salary (as was in effect immediately prior to such termination) for the duration of the Severance Period (or, in the case of termination by resolution of the Board without Cause, for the duration of the Severance Period other than the final ninety (90) days of the Severance Period), payable in regular installments in accordance with the Company’s general payroll practices as in effect from time to time, (y) a prorated portion of any cash unpaid bonus payment (if any) earned by Executive for the Executive fiscal year prior to the Termination Year, but then unpaid, and any other amounts owed under Section 3(i) or Section 23, (3) the pro rata portion of Executive’s Target Bonus (pursuant to Section 3(b) hereof) during the Termination Year pursuant to Section 3(d)Year, payable when the bonus payments for such Termination Year are otherwise due, and (z) continued eligibility to participate in and the payment by the Company of amounts required for participation in all of the Company’s benefits plans and programs as provided in Section 3(b) during the Severance Period consistent with the Company’s practice in effect from time to time for executive level employees (including health insurance and COBRA payments, solely to the extent permitted by targets thereunder are achieved for such year, after such termination or expiration, pro rated based on the terms number of the Company’s Benefit plans and pursuant to applicable law).
(ii) Upon the Executive’s termination days of employment as a result of the Executive’s death, the Executive’s estate or other legal beneficiaries shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, and (2) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant or the Expiration Year, as applicable, prior to Section 3(d)the date of termination, which payment shall be made when the bonus payments for such Termination Year are otherwise due. The ; (4) severance pay in the full amount of Base Salary at the time of termination from the date of termination through the period ending on the second (2nd) anniversary of the date of termination; and (5) full continuation of Executive’s estate shall hospital, health, disability, medical and life insurance benefits during the two (2) year severance period (to the extent any of those benefits cannot be entitled provided by Company during the two (2) year severance period, the Company will provide Executive with a sum of money calculated to any further Base Salarypermit Executive to obtain the same benefits individually, bonus payments, or Benefits grossed up for tax purposes so that year or any future year, or to Executive remains whole); or
(ii) for any other compensation of any kind;
(iii) Upon the Executive’s termination of employment reason, including as a result of the Executive’s death, Disability, voluntary resignation for other than Good Reason or by resolution of the Executive Board for Cause, Executive’s sole entitlement shall be entitled to receive (1) the Accrued Obligationsall previously earned and accrued but unpaid Base Salary, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, (2) continuing payments under any health or life insurance plans covering the Executive vacation and the Executive’s spouse and children prior unpaid business expenses up to the Executive’s Disability until the Expiration Date, solely to the extent permitted by the terms date of the Company’s Benefit plans, such termination and (3) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive shall not be entitled to any further Base Salary, bonus payments or Benefits (other than as described in clause (2) of this paragraph, or as required by applicable law) benefits for that year or any future year, except as required by law, or to any other severance compensation of any kind; and.
(ivc) Upon the Executive’s termination of employment as a result of Executive’s voluntary resignation without Good Reason in accordance with Section 4(aExecutive agrees that: (i) or by good faith resolution of the Board for Cause in accordance with Section 4(a), the Executive shall be entitled to the Accrued Obligations payments and services provided for in Sections 4(b)(i)(3), 4(b)(i)(4), and 4(b)(i)(5), if any, if and only if Executive has executed and delivered the Release attached as Exhibit A and seven (7) days have elapsed since such execution without any revocation thereof by Executive and Executive has not breached as of the date of termination of the Employment Period the provisions of Sections 5, 6 and 7 hereof and does not breach such sections or such covenants at any time during the period for which such payments or services are to be made; and (ii) the Company’s obligation to make such payments and services will terminate upon the occurrence of any such breach during such period. Executive shall not have any obligation to mitigate the amounts payable to him pursuant to Sections 4(b)(i)(3), 4(b)(i)(4), or 4(b)(i)(5) by seeking or accepting alternative employment; provided, that in the event of the Executive’s termination of employment by rights to receive the Company benefits provided for Cause in accordance with Section 4(a)4(b)(i)(5) shall cease at such time as he is eligible to be covered under the hospital, Accrued Obligations shall not include any unpaid annual cash bonus for the fiscal year preceding the Termination Year)health, payable within thirty (30) days following the Termination Date disability, medical or otherwise in accordance with the applicable planlife insurance benefits, program or arrangement of the Companyas apply, but shall not be entitled to any further Base Salary, bonus payments, or Benefits (except as required by applicable law) for that year or any future year, or to any other compensation of any kind, nature or amount.
(c) Notwithstanding anything to the contrary in this Agreement, as a condition precedent to any obligation of the Company to make payments to the Executive pursuant to Section 4(b)(i) (aside from the Accrued Obligations), the Executive shall be required (but only if the Company has complied with its obligations pursuant to the next sentence of this Section 4(c)) to deliver to the Company a valid, executed General Release in substantially the form attached hereto as Exhibit A, and shall not revoke such General Release prior to the expiration of any revocation rights afforded to the Executive by applicable law. The Company shall provide the Executive with the General Release, as executed by the Company, prior to the Termination Date, and, if the Company has so provided the Executive with the executed General Release prior to the Termination Date, Executive must deliver the executed General Release to the Company within twenty-one (21) days (or, if greater, the minimum period required by applicable law) after the Termination Date, failing which Executive will forfeit all rights to any payments described in Section 4(b)(i) (aside from the Accrued Obligations)subsequent employer.
(d) The Except as stated above, any payments pursuant to Section 4(b) shall be paid by the Company in regular installments in accordance with the Company’s general payroll practices, and following such payments the Company shall have no further obligation to Executive pursuant to this Section 4 except as provided by law. All amounts payable to Executive as compensation hereunder shall be subject to all customary withholding, payroll and other taxes. Except as set forth in the Equity Award Agreements, the Company shall be entitled to deduct or withhold from any amounts payable to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s compensation or other payments or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).
(e) Executive hereby agrees that, that except as expressly provided herein, no severance compensation of any kind, nature or amount shall be payable to the Executive and, and except as expressly provided herein, the Executive hereby irrevocably waives any claim for any such compensation including, without limitation, any severance compensation.
(ef) Except as otherwise provided in Sections 4(b)(i)-(iv4(b)(i) and 4(b)(ii) above, all of the Executive’s rights pursuant to Benefits hereunder Section 3 (if anyother than Section 3(h)) shall cease upon the termination of the Employment Period.
(g) Notwithstanding anything herein to the contrary, except if, at the time any payment is payable to Executive pursuant to the provisions of Section 4(b)(i) above as may a result of Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder, the Company or any company in the affiliate group in which the Company’s financial statements are consolidated in accordance with generally accepted accounting principles has a class of equity securities traded on an established domestic or foreign securities market or otherwise including, without limitation, trading on an American exchange only as American Depositary receipts and Executive is designated a “specified person” (as such term is defined in Section 409A of the Code and the regulations promulgated thereunder) on a list prepared by the Company periodically pursuant to Section 409A of the Code and the regulations promulgated thereunder, then during the six month period from and after the date of Executive’s “separation from service” the amount payable to Executive pursuant to the provisions of Section 4(b)(i) of the Employment Agreement shall not exceed the lesser of (x) two times Executive’s annual base compensation or (y) two times the amount determined pursuant to Section 401(a)(17) of the Code, and any excess amount which accrues to Executive during such period shall be required by withheld during such period and paid to Executive in a lump sum, together with interest at the applicable lawfederal rate in effect on the date of termination under Section 1274(d) of the Code, upon the expiration of six months after the date of “separation from service” (or , if earlier than the end of such six month period, upon Executive’s death). Any further amounts payable to Executive pursuant to Section 4(b)(i) thereafter accruing shall be paid on their scheduled payment dates.
Appears in 1 contract
Sources: Employment Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Termination and Payment Terms. (a) The Employment Period shall terminate prior to the Expiration Date upon the occurrence of any of the following events: (i) delivery by the Executive of a written resignation to the Company with no less than ninety (90) days’ advance written notice to the CompanyCompany or sixty (60) days’ advance written notice to the Company for termination by the Executive for Good Reason; (ii) the death or Disability of the Executive; (iii) the adoption, before the Executive has cured the event giving rise to Cause or in the event the Executive fails to cure the event giving rise to Cause, adoption of a good faith resolution by the Board terminating the Executive’s employment with Cause; and (iv) the adoption of a resolution by the Board terminating the Executive’s employment without Cause with no less than ninety (90) days’ advance written notice to the Executive; and (v) termination by the Executive for Good Reason. Other than as provided in the previous sentence the Employment Period shall not terminate prior to the Expiration DateCause. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to the Executive.
(b) Upon the Executive’s termination of employment, the Executive shall be entitled to certain payments and benefits in accordance with the following:
(i) Upon the Executive’s termination of employment because of the occurrence of the Expiration Date or by resolution of the Board without Cause in accordance with Section 4(a) or by the Executive for Good Reason in accordance with Section 4(a)Reason, then the Executive shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company such earlier time as required by law and, (2) subject to (1) the Executive’s timely execution and non-revocation of the general release described in Section 4(c4(d) (the “General Release”), the reduction in payments in the event of other employment as described in Section 8(g) and (2) the Executive’s compliance with Sections 6, 7 7,8 and 8 9 and the other conditions and limitations in this Agreement, (x) continued payment of Base Salary (as was in effect immediately prior to such termination) for the duration of the Severance Period (or, in the case of termination by resolution of the Board without Cause, for the duration of the Severance Period other than the final ninety (90) days of the Severance Period), payable in regular installments in accordance with the Company’s general payroll practices as in effect from time to time, and (y) a prorated portion of any cash bonus payment (if any) earned by but unpaid Annual Bonus for the Executive during fiscal year immediately preceding the Termination Year pursuant to Section 3(d)Year, payable when the bonus payments for such Termination Year fiscal year are otherwise due, and (z) continued eligibility to participate in and the payment by the Company of amounts required for participation in all of the Company’s benefits plans and programs as provided in Section 3(b) during the Severance Period consistent with the Company’s practice in effect from time to time for executive level employees (including health insurance and COBRA payments, solely to the extent permitted by the terms of the Company’s Benefit plans and pursuant to applicable law).
(ii) Upon the Executive’s termination of employment as a result of the Executive’s death, the Executive’s estate or other legal beneficiaries shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Company, and (2) a prorated portion of any cash bonus payment (if any) earned such earlier time as required by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise duelaw. The Executive’s estate shall not be entitled to any further Base Salary, bonus payments, or Benefits for that year the Termination Year or any future year, or to any other compensation of any kind;
(iii) Upon the Executive’s termination of employment as a result of the Executive’s Disability, the Executive shall be entitled to receive (1) the Accrued Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plansuch earlier time as required by law, program or arrangement of the Company, (2) continuing payments under any health or life insurance plans covering the Executive and the Executive’s spouse and children prior to the Executive’s Disability until the Expiration Date, solely to the extent permitted by the terms of the Company’s Benefit plans, and (3) a prorated portion of any cash bonus payment (if any) earned by the Executive during the Termination Year pursuant to Section 3(d), which payment shall be made when the bonus payments for such Termination Year are otherwise due. The Executive but shall not be entitled to any further Base Salary, bonus payments or Benefits (other than as described in clause (2) of this paragraph, or as required by applicable law) for that year the Termination Year or any future year, or to any other compensation of any kind; and
(iv) Upon the Executive’s termination of employment as a result of the Executive’s voluntary resignation without Good Reason in accordance with Section 4(a) or by good faith resolution of the Board for Cause in accordance with Section 4(a), the Executive shall be entitled to the Accrued Obligations (provided, that in the event of the Executive’s termination of employment by the Company for Cause in accordance with Section 4(a), Accrued Obligations shall not include any unpaid annual cash bonus for the fiscal year preceding the Termination Year)Obligations, payable within thirty (30) days following the Termination Date or otherwise in accordance with the applicable plan, program or arrangement of the Companysuch earlier time as required by law, but shall not be entitled to any further Base Salary, bonus payments, or Benefits (except as required by applicable law) for that year the Termination Year or any future year, or to any other compensation of any kind, nature or amount.
(c) Notwithstanding anything to the contrary in this Agreement, as a condition precedent to any obligation of the Company to make payments to the Executive pursuant to Section 4(b)(i) (aside from the Accrued Obligations), the Executive shall be required (but only if the Company has complied with its obligations pursuant to the next sentence of this Section 4(c)) to deliver to the Company a valid, executed General Release in substantially the form attached hereto as Exhibit A, and shall not revoke such General Release prior to the expiration of any revocation rights afforded to the Executive by applicable law. The Company shall provide the Executive with the General Release, as executed by the Company, prior to the Termination Date, and, if the Company has so provided the Executive with the executed General Release prior to the Termination Date, and the Executive must deliver the executed General Release to the Company within twenty-one (21) days (or, if greater, the minimum period required by applicable law) after the Termination Date, failing which the Executive will forfeit all rights to any payments described in Section 4(b)(i) (aside from the Accrued Obligations).
(d) The Executive hereby agrees that, except as expressly provided herein, no compensation of any kind, nature or amount shall be payable to the Executive and, except as expressly provided herein, the Executive hereby irrevocably waives any claim for any such compensation including, without limitation, any severance compensation.
(e) Except as otherwise provided in Sections 4(b)(i)-(iv) above, all of the Executive’s rights to Benefits hereunder (if any) shall cease upon the termination of the Employment Period, except as may be required by applicable law.
Appears in 1 contract