Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Termination Date occurs by reason of (i) termination by Company without Cause or (ii) termination by Executive for Good Reason and, in either case, if the Release Requirements (as defined below) are met as of the Payment Date, Executive shall be entitled to the following payments and benefits: (A) an amount equal to the Base Salary set forth in paragraph 3(a) (as the same may be increased from time to time), payable in twelve (12) substantially equal monthly installments, beginning on the Payment Date, and (B) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation Benefit. The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the period for which the Medical Continuation Benefit is payable; provided, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or otherwise modifying the maximum COBRA Continuation Period. The “Release Requirements” will be will be satisfied as of the Payment Date if, as of the Payment Date, (I) Executive has executed the Release, in connection with his Termination Date; (II) the revocation period required by applicable law has expired and Executive has not revoked the Release within such revocation period, and (III) the Release has become effective.
Appears in 1 contract
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Termination Date occurs by reason of (i) termination by Company without Cause or (ii) termination by Executive for Good Reason and, in either case, if the Release Requirements (as defined below) are met as of the Payment Date, Executive shall be entitled to the following payments and benefits: (A) an amount equal to the Annual Base Salary set forth in paragraph 3(a) (as the same may be increased from time to time), payable in twelve (12) substantially equal monthly installments, beginning on the Payment Date, and (B) an amount equal to a pro rata portion of the Annual Bonus, determined at the target level of performance for such year, payable in a lump sum as of the Payment Date, (C) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation BenefitBenefit for twelve (12) months, and (D) all equity awards shall vest and shall be exercisable, if applicable, in accordance with their terms as set forth in the Equity Plan or applicable award agreement (taking into account the provisions of paragraph 3(c)). The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the period for which the Medical Continuation Benefit is payable; provided, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or otherwise modifying the maximum COBRA Continuation Period. The “Release Requirements” will be will be satisfied as of the Payment Date if, as of the Payment Date, (I) Executive has executed the Release, in connection with his Termination Date; (II) the revocation period required by applicable law has expired and Executive has not revoked the Release within such revocation period, and (III) the Release has become effective.
Appears in 1 contract
Samples: Employment Agreement (Potbelly Corp)
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Termination Date occurs by reason of (i) termination by Company without Cause or (ii) termination by Executive for Good Reason and, in either case, if the Release Requirements (as defined below) are met as of the Payment Date, Executive shall be entitled to the following payments and benefits: (A) an amount equal to the Annual Base Salary set forth in paragraph 3(a) (as the same may be increased from time to time), payable in twelve (12) substantially equal monthly installments, beginning on the Payment Date, and (B) an amount equal to a pro rata portion of the Annual Bonus, determined at the target level of performance for such year, payable in a lump sum as of the Payment Date, (D) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation Benefit, and (E) all equity awards shall vest and shall be exercisable, if applicable, in accordance with their terms as set forth in the Equity Plan or applicable award agreement (taking into account the provisions of paragraph 3(c)). The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the period for which the Medical Continuation Benefit is payable; provided, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or otherwise modifying the maximum COBRA Continuation Period. The “Release Requirements” will be will be satisfied as of the Payment Date if, as of the Payment Date, (I) Executive has executed the Release, in connection with his Termination Date; (II) the revocation period required by applicable law has expired and Executive has not revoked the Release within such revocation period, and (III) the Release has become effective.
Appears in 1 contract
Termination by Company without Cause; Termination by Executive for Good Reason. (1) In the event that the Termination Date occurs by reason of (i) a termination of this Agreement and Executive’s employment hereunder by Company without Cause pursuant to Section 4.01(D) or (ii) a termination of this Agreement and Executive’s employment hereunder by Executive for Good Reason and(as defined in Section 4.01(E) above) pursuant to Section 4.01(E), other than during the Post-Change in either caseControl Period (as defined in Section 4.02(B)(2)) then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation to Executive under this Agreement or otherwise shall be to: (i) pay and/or provide, if as applicable, the Release Requirements Accrued Obligations in accordance with the terms set forth in Section 4.02(A) above; and (ii) subject to Section 4.02(C) below, (a) pay to Executive an aggregate amount equal to the Pre-CIC Severance Payment (as defined below), (b) are met as if Executive timely elects COBRA coverage, Company shall pay the Company portion of Executive’s healthcare continuation payments under COBRA for a twelve (12)-month period following the Payment Date, date of Executive’s termination of employment with Company (the “Pre-CIC COBRA Assistance”) during which time Executive shall be entitled responsible for the Executive portion (unless Executive becomes eligible to obtain healthcare coverage from a new Company before the following twelve (12)-month anniversary of the termination of Executive’s employment, in which case Company’s obligation to contribute to Executive’s health care continuation payments and benefits: under COBRA shall cease), (Ac) an amount equal pay to Executive any unpaid portion of the Base Salary Employment Buy-Out Payments in accordance with the schedule set forth in paragraph 3(a) (as the same may be increased from time to timeSection 3.01(B), payable (d) pay to Executive any earned but unpaid Annual Bonus that relates to the calendar year prior to the calendar year in twelve (12) substantially equal monthly installments, beginning on the Payment Date, and (B) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation Benefit. The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the period for which the Medical Continuation Benefit is payable; providedtermination of Executive’s employment from the Company occurs, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date which shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or date when bonuses otherwise modifying the maximum COBRA Continuation Period. The “Release Requirements” will would be will be satisfied as of the Payment Date if, as of the Payment Date, (I) Executive has executed the Release, in connection with his Termination Date; (II) the revocation period required by applicable law has expired and Executive has not revoked the Release within such revocation periodpaid, and (IIIe) the Release has become effectiveCompany agrees to accelerate the vesting of any unvested equity awards (including the unvested portion of the Initial Option Grant and Initial Restricted Stock Unit Award) that would have vested within twelve (12)-months of the termination date if Executive had remained employed by the Company through such date. Executive acknowledges that he is obligated to inform Company if Executive obtains new employment or becomes eligible to obtain healthcare coverage from an alternate source before the twelve (12)-month anniversary of Executive’s termination of employment.
Appears in 1 contract
Termination by Company without Cause; Termination by Executive for Good Reason. In the event that the Termination Date occurs by reason of (i) termination by Company without Cause or (ii) termination by Executive for Good Reason and, in either case, if the Release Requirements (as defined below) are met as of the Payment Date, Executive shall be entitled to the following payments and benefits: (A) an amount equal to the his Base Salary set forth in paragraph 3(a) (as the same may be increased from time to time)Salary, payable in twelve (12) substantially equal monthly installments, beginning on the Payment Date, and (B) the amount of the Annual Bonus earned by Executive with respect to Company’s most recently completed calendar year, if any, to the extent that such Annual Bonus has not yet been paid as of the Termination Date, which amount shall be paid in a lump sum on the payment date generally applicable to such bonus (but no earlier than the Payment Date), (C) a pro rata portion of the Annual Bonus, if any, that would have been earned by Executive with respect to Company’s fiscal year in which the Termination Date occurs had the Termination Date not occurred, payable in a lump sum on the payment date generally applicable to such bonus (but no earlier than the Payment Date), (D) if Executive is entitled to and elects COBRA Coverage, the Medical Continuation Benefit, and (E) all equity awards shall vest and shall be exercisable, if applicable, in accordance with their terms as set forth in the Equity Plan or applicable award agreement. The Medical Continuation Benefit to which Executive is entitled for any month shall be paid monthly during the period for which the Medical Continuation Benefit is payable; provided, however, that any portion of the Medical Continuation Benefit for the period beginning on the Termination Date and ending on the Payment Date shall be paid in a lump sum on the Payment Date. In no event shall the Medical Continuation Benefit have the effect of extending or otherwise modifying the maximum COBRA Continuation Period. The “Release Requirements” will pro ration of any amount under this Section 4 shall be will be satisfied as calculated by multiplying the amount by a fraction, the numerator of which is the Payment Date if, as number of days in the Payment Date, applicable period prior to (I) Executive has executed the Release, in connection with his Termination Date; (IIbut not including) the revocation period required by Termination Date and the denominator of which is the number of days in the applicable law has expired and Executive has not revoked the Release within such revocation period, and (III) the Release has become effective.
Appears in 1 contract
