Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 6 contracts
Samples: Employment Agreement (Wilshire Financial Services Group Inc), Employment Agreement (Wilshire Financial Services Group Inc), Employment Agreement (Wilshire Financial Services Group Inc)
Termination by Executive for Good Reason. Executive has the right, in his reasonable determination at any time during the Term, to terminate his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or for any reason during ----------------------------------------------------------------- reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Change Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive's Good Reason notice. As used in Control Protection Period this Section 6(c), the term "Good Reason "shall mean (i) a material diminution in Executive's authority, duties or Termination responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a material breach by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the Term by the Company. If (i) outside foregoing requirements, in no event shall an Executive's termination of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder be considered for Good Reason during unless such termination occurs within two (2) years following the Employment Terminitial existence of one of the conditions specified in clauses (i), (ii) a Change in Control occurs and during (iii) of the Change in Control Protection Period preceding sentence. If Executive terminates his employment for any reasonGood Reason, (iii) Executivethe Company's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant obligation to Section 1 hereof, Executive shall be entitled limited solely to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's unpaid Base Salary in effect of plus any accrued but unpaid benefits to the effective date of termination, (ii) three (3) times the highest annual any unpaid bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at then applicable bonus plan or program to the effective date of termination; (Bii) subject if there is no unpaid bonus earned for the year of termination, an amount equal to Section 4(b) hereofthe product of 100% of Executive's Base Salary multiplied by a fraction, accelerated full vesting under all outstanding equity-based the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive's then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage under for health insurance coverage, payment of Executive's COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such plans payment being made eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive's dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive's rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments would normally and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be made under such plans; (C) subject to in compliance with Section 10 hereof5 of this Agreement, any other amounts or benefits due Executive under the then applicable employee benefit plans and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company as and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be determined paid on the ninetieth (90th) calendar day after the date of Executive's termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in accordance equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive's termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive's services to any person or entity, including self-employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such planscase, policies and practices; Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (Das defined above) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of by giving written notice to the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates his employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year periodwithout Good Reason, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 5 contracts
Samples: Employment Agreement (Vican Resources, Inc.), Employment Agreement (Vican Resources, Inc.), Employment Agreement (Vican Resources, Inc.)
Termination by Executive for Good Reason. or for Executive has the right, in his reasonable determination at any reason time during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by Term, to terminate his employment with the Company without ----------------------------------------------------------------------------- Cause or Nonextension for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, the Term by Company shall be given thirty (30) calendar days’ prior written notice from Executive, specifically identifying the Companyreasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that Executive shall have no obligation to continue his employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. If As used in this Section 6(c), the term “Good Reason” shall mean and include (i) outside assignment to Executive of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Termduties materially inconsistent with Executive’s position, (ii) requiring Executive to move his place of employment more than 50 miles from his place of employment prior to such move, or (iii) a Change material breach by the Company of this Agreement; provided that in Control occurs and during the Change in Control Protection Period any such case Executive has not consented thereto. If Executive terminates his employment for any reasonGood Reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant Company’s obligation to Section 1 hereof, Executive shall be entitled limited solely to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's unpaid Base Salary in effect of plus any accrued but unpaid benefits to the effective date of termination, (ii) three (3) times the highest annual and any unpaid bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at then applicable bonus plan or program to the effective date of termination; (Bii) subject severance in an amount equal to Section 4(bExecutive’s then-current Base Salary for a period of eighteen (18) hereofmonths; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under payment of Executive’s COBRA premiums for the applicable stock option plan and health insurance coverage for a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time period of up to eighteen (18) months, payments would normally to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under such plans; (C) subject to this Section 10 hereof6(c), any other amounts or benefits due Executive under the then applicable employee benefit plans must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company as and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be determined and paid in accordance equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such planscase, policies and practices; Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (Das defined above) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of by giving written notice to the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates his employment and not credited without Good Reason, the Company’s obligation to Executive shall be limited solely to the extent that Executive is otherwise entitled payment of unpaid Base Salary accrued up to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 4 contracts
Samples: Employment Agreement (Broadwind Energy, Inc.), Employment Agreement (Broadwind Energy, Inc.), Employment Agreement (Broadwind Energy, Inc.)
Termination by Executive for Good Reason. The Executive may terminate his employment under this Agreement at any time for Good Reason, upon written notice by the Executive to the Company. For purposes of this Agreement, “Good Reason” for termination shall mean, without the Executive’s consent: (i) the assignment to the Executive of substantial duties or for responsibilities inconsistent with the Executive’s position at the Company, or any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination other action by the Company without ----------------------------------------------------------------------------- Cause or Nonextension which results in a substantial diminution of the Term Executive’s duties or responsibilities other than any such reduction which is remedied by the Company. If Company within thirty (i30) outside days of receipt of written notice thereof from the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, Executive; (ii) a Change in Control occurs and during requirement that the Change in Control Protection Period Executive terminates his employment for any reason, work principally from a location that is thirty (30) miles further from the Executive’s residence than the Company’s address first written above; (iii) a material reduction in the Executive's employment with ’s aggregate Base Salary and other compensation (including the Company is terminated target bonus amount and retirement plans, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the Company without Cause, failure to achieve performance targets and excluding any reductions on account of the provisions of this Agreement; or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Board of Trustees within ninety (90) days of the initial occurrence of such event constituting Good Reason, and (B) the Board fails to remedy the circumstances giving rise to the Executive's ’s notice within thirty (30) days of receipt of notice. The Executive must terminate his employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within one hundred fifty (150) days from the initial occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company terminates as a result shall be defined to include any successor to the Company which has assumed the obligations of the Company giving notice through merger, acquisition, stock purchase, asset purchase or otherwise. For purposes of nonextension this Agreement, the non-renewal of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable Period at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage Initial Term or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost Renewal Term does not constitute termination without Cause or resignation for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyGood Reason.
Appears in 4 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Termination by Executive for Good Reason. Executive has the right, in his reasonable determination at any time during the Term, to terminate his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or for any reason during ----------------------------------------------------------------- reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Change Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive's Good Reason notice. As used in Control Protection Period this Section 6(c), the term " Good Reason " shall mean (i) a material diminution in Executive's compensation, authority, duties or Termination responsibilities or assignment to another executive or employee of such compensation, authority, duties or responsibilities that is or are materially inconsistent with such position or responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a material breach by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the Term by the Company. If (i) outside foregoing requirements, in no event shall an Executive's termination of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder be considered for Good Reason during unless such termination occurs within two (2) years following the Employment Terminitial existence of one of the conditions specified in clauses (i), (ii) a Change in Control occurs and during (iii) of the Change in Control Protection Period preceding sentence. If Executive terminates his employment for any reasonGood Reason, (iii) Executivethe Company's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant obligation to Section 1 hereof, Executive shall be entitled limited solely to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's unpaid Base Salary in effect of plus any accrued but unpaid benefits to the effective date of termination, (ii) three (3) times the highest annual any unpaid bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at then applicable bonus plan or program to the effective date of termination; (Bii) subject if there is no unpaid bonus earned for the year of termination, an amount equal to Section 4(b) hereofthe product of 100% of Executive's Base Salary multiplied by a fraction, accelerated full vesting under all outstanding equity-based the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive's then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage under for health insurance coverage, payment of Executive's COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such plans payment being made eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive's dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive's rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments would normally and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be made under such plans; (C) subject to in compliance with Section 10 hereof5 of this Agreement, any other amounts or benefits due Executive under the then applicable employee benefit plans and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company as and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be determined paid on the ninetieth (90th) calendar day after the date of Executive's termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in accordance equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive's termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive's services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such planscase, policies and practices; Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (Das defined above) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of by giving written notice to the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates his employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year periodwithout Good Reason, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years obligation to Executive shall be limited solely to the payment of unpaid Base Salary accrued up to the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 3 contracts
Samples: Employment Agreement (Pura Naturals, Inc.), Employment Agreement (Pura Naturals, Inc.), Employment Agreement (Pura Naturals, Inc.)
Termination by Executive for Good Reason. Executive has the right, in his reasonable determination at any time during the Term, to terminate his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or for any reason during ----------------------------------------------------------------- reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Change Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in Control Protection Period this Section 6(c), the term “Good Reason” shall mean (i) a material diminution in Executive’s compensation, authority, duties or Termination responsibilities or assignment to another executive or employee of such compensation, authority, duties or responsibilities that is or are materially inconsistent with such position or responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a material breach by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the Term by the Company. If (i) outside foregoing requirements, in no event shall an Executive’s termination of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder be considered for Good Reason during unless such termination occurs within two (2) years following the Employment Terminitial existence of one of the conditions specified in clauses (i), (ii) a Change in Control occurs and during (iii) of the Change in Control Protection Period preceding sentence. If Executive terminates his employment for any reasonGood Reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant Company’s obligation to Section 1 hereof, Executive shall be entitled limited solely to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's unpaid Base Salary in effect of plus any accrued but unpaid benefits to the effective date of termination, (ii) three (3) times the highest annual any unpaid bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at then applicable bonus plan or program to the effective date of termination; (Bii) subject if there is no unpaid bonus earned for the year of termination, an amount equal to Section 4(b) hereofthe product of 100% of Executive’s Base Salary multiplied by a fraction, accelerated full vesting under all outstanding equity-based the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage under for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such plans payment being made eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive’s dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments would normally and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be made under such plans; (C) subject to in compliance with Section 10 hereof5 of this Agreement, any other amounts or benefits due Executive under the then applicable employee benefit plans and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company as and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be determined paid on the ninetieth (90th) calendar day after the date of Executive’s termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in accordance equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive’s termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self-employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such planscase, policies and practices; Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (Das defined above) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of by giving written notice to the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates his employment and not credited without Good Reason, the Company’s obligation to Executive shall be limited solely to the extent that Executive is otherwise entitled payment of unpaid Base Salary accrued up to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 3 contracts
Samples: Employment Agreement (Carbon Conversion Group, Inc.), Employment Agreement (Carbon Conversion Group, Inc.), Employment Agreement (Carbon Conversion Group, Inc.)
Termination by Executive for Good Reason. Subject to the provisions outlined below, at any time after the Commencement Date, upon forty-five (45) days’ written notice to the Company of his intent to terminate this Agreement, the Executive shall have the right to terminate his employment under this Agreement for “Good Reason” (as defined below). For purposes of this Agreement, “Good Reason” is defined as any one of the following: (i) the Company’s breach of any material provision of this Agreement; (ii) a material reduction in the Executive’s Base Salary unless other executives have also received a material reduction in their base salaries; (iii) the Company’s requiring the Executive to relocate from Florida to another location without the Executive’s consent; or (iv) any material adverse change in the Executive’s position (including titles), authority, duties or responsibilities (other than a change due to the Executive’s Long Term Disability or as an accommodation under the American With Disabilities Act) which results in: (A) a diminution in any material respect in the Executive’s position, authority, duties or responsibilities, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion, provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary, division or unit of another corporation or entity as long as the Executive’s position, authorities, duties and/or responsibilities within that subsidiary, division or unit remain materially unchanged, or because there has been a change in the reporting hierarchy incident thereto involving the Executive; or (B) a material diversion from the Executive’s performance of the functions of the Executive’s position, excluding for this purpose material changes made with the Executive’s written consent or due to the Executive’s termination for Cause or termination by the Executive without Good Reason; provided, however, that action by the Company shall not constitute Good Reason unless the Executive shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) and the Company has not cured any reason during ----------------------------------------------------------------- such alleged Good Reason within thirty (30) days of the Change in Control Protection Period or Termination Company’s receipt of such written notice. A termination for Good Reason shall be treated for all severance purposes as a termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of “Cause,” and, where the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by for Good Reason, then the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (Areceive the Severance Pay identified in Section 5(d) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefitssection. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, The Executive shall also be entitled to receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyaccrued but unpaid salary and unpaid Accrued Benefits.
Appears in 3 contracts
Samples: Employment Agreement (Cross Match Technologies, Inc.), Employment Agreement (Cross Match Technologies, Inc.), Employment Agreement (Cross Match Technologies, Inc.)
Termination by Executive for Good Reason. or The Executive may terminate his employment under this Agreement at any time for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination Good Reason, upon written notice by the Company without ----------------------------------------------------------------------------- Cause or Nonextension Executive to Coda Octopus. For purposes of this Agreement, “Good Reason” for termination shall mean that the Executive has complied with the “Good Reason Process” (hereafter defined) following the occurrence of one of the Term by following events, without the Company. If Executive’s consent: (i) outside the assignment to the Executive of substantial duties or responsibilities inconsistent with the Change ------------------------------------------------ Executive’s position at Coda Octopus, or any other action by Coda Octopus which results in Control Protection Perioda substantial diminution or other substantive adverse change in the Executive’s duties or responsibilities, Executive terminates his employment hereunder for Good Reason during including, but not limited to, a substantial diminution in the Employment Term, Executive’s title as set forth in Section 2 hereof; (ii) a Change in Control occurs and during requirement that the Change in Control Protection Period Executive terminates his employment for any reasonwork principally from a location outside the 50 mile radius from Coda Octopus’s address first written above, without prior agreement with the Executive; (iii) Executive's employment with Coda Octopus’s failure to pay the Company Executive any Base Salary or other compensation to which he becomes entitled, other than an inadvertent failure which is terminated remedied by Coda Octopus within 30 days after receipt of written notice thereof from the Company without Cause, Executive (or ten days for failure to pay Base Salary); (iv) Executive's employment with Coda Octopus’s failure to honor the Company terminates as a result of the Company giving notice of nonextension of the Employment Term initial equity award granted pursuant to Section 1 hereof4(e), Executive if applicable; (v) any reduction in the Executive’s aggregate Base Salary and any involuntary reduction in the Executive’s other compensation taken as a whole, excluding any reductions caused by the failure to achieve performance targets; or (vi) Coda Octopus’s material breach of any of its other material obligations under this Agreement. “Good Reason Process” shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination mean that (i) three (3) times Executive's Base Salary Executive reasonably determines in effect of the date of termination, good faith that a “Good Reason” event has occurred; (ii) three (3) times the highest annual bonus paid or payable to Executive for any notifies Coda Octopus in writing of the previous three (3) completed fiscal years by occurrence of the Company and its predecessors, Good Reason event; (iii) any unreimbursed business expenses payable pursuant Executive cooperates in good faith with Coda Octopus’s efforts, for a period not less than 30 days following such notice, to Section 6, modify Executive’s employment situation in a manner acceptable to Executive and Coda Octopus; and (iv) any Base Salarynotwithstanding such efforts, Bonus, vacation pay one or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans more of the Company as Good Reason events continues to exist and has not been modified in a manner acceptable to Executive. If Coda Octopus cures the Good Reason event in a manner acceptable to Executive during the 30 day period, Good Reason shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and deemed not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyoccurred.
Appears in 3 contracts
Samples: Employment Agreement (Coda Octopus Group, Inc.), Employment Agreement (Coda Octopus Group, Inc.), Employment Agreement (Coda Octopus Group, Inc.)
Termination by Executive for Good Reason. or Executive shall have the right to terminate his employment under this Agreement for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by Good Reason (as hereinafter defined) upon prior written notice to the Company. If , in which case this Agreement shall terminate on the date specified in such notice; provided, however, that such notice shall specify (i) outside of in reasonable detail the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder circumstances or event asserted as the basis for Good Reason during the Employment Term, termination and (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result date of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive termination that shall be entitled to receive: at least thirty (A30) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of terminationdelivery of such notice; and provided, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by further, that the Company and its predecessorsshall have the right during such thirty (30) day period to remedy the circumstances or event giving rise to the notice of termination for Good Reason prior to the date specified in such notice, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay in which case no right of termination or other deferred compensation accrued or earned right shall exist under law or in accordance with this Section. In the Company's policies but not yet paid at the date event of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment by the Executive for Good Reason, the Executive shall have no further obligations under this Agreement other than the obligations provided for in Sections 10, 11 and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period12 hereof, which payments shall be made through and in accordance with the terms of which shall survive termination of this Agreement, and the nonqualified defined benefit pension arrangement if any then existsCompany shall have no further obligations under this Agreement, or, if not, in an actuarially equivalent lump sum except to pay to Executive within thirty (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E30) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of days following such termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive this Section 7 (except in the case of deathBonus, if any, under clause (b)(ii) of this Section 7, which shall be calculated and paid in the manner and at the time set forth in Section 5(c), and subject to pro ration as set forth in Section 5(c)): (a) all unreimbursed business-related expenses, (b) a lump sum severance payment in an amount equal to (i) six months of his spouse's Salary under Section 5(a) hereof at the rate in effect at the date such notice was given, and dependents' health coverage (ii) the ratable amount of Bonus, if any, to which Executive would otherwise have been entitled in the current fiscal year but for three termination under this Section, and (3c)(i) years compensation for any unused personal holidays and unused vacation days accrued in the fiscal year in which termination occurs through the date of termination and (ii) any accrued and unpaid benefits that may be due the Executive on the date of termination under, and subject to the provisions of, any employee benefit plan or program, including any options, grants of Common Stock or other benefits under any of the Company's health compensation plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyare vested.
Appears in 3 contracts
Samples: Employment Agreement (Forward Industries Inc), Employment Agreement (Forward Industries Inc), Employment Agreement (Forward Industries Inc)
Termination by Executive for Good Reason. or If the Executive ---------------------------------------- terminates his employment for any reason during ----------------------------------------------------------------- "Good Reason", the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If Executive shall be entitled to receive (i) outside severance compensation equal to what would have been his Base Salary under Section 3(a), payable at such times as his Base Salary would have been paid if his employment had not been terminated (or, at the election of the Change ------------------------------------------------ Executive, in Control Protection Perioda lump sum without discount), Executive terminates his employment hereunder for Good Reason during the Employment Termlonger of one (1) year and the remainder of what would have been the Term (but not longer than two (2) years), (ii) a Change pro rata portion of the bonus applicable to the calendar year in Control occurs which such termination occurs, payable when and during as such bonus is determined under Section 3(b), but no less than a pro rata portion of Executive's bonus for the Change in Control Protection Period Executive terminates his employment for any reasonpreceding calendar year, (iii) other benefits, payable within ninety (90) days after the date of such termination, accrued by him hereunder up to and including the date of such termination and (iv) reimbursement for all expenses incurred by Executive pursuant to Section 1(d) prior to his termination. "Good Reason" means a termination of Executive's employment with by Executive within ninety (90) days following (i) a reduction in Executive's annual Base Salary or incentive compensation or equity participation opportunity, (ii) a material reduction in Executive's positions, duties and responsibilities or reporting lines from those described in Section 1 hereof, (iii) a change in the Company is terminated by location of the Company without CauseCompany's headquarters or of the office of the Executive from the Fairfield, Iowa area or (iv) Executive's employment with a material breach of this Agreement by the Company terminates Company. Notwithstanding the foregoing, a termination shall not be treated as a result termination for Good Reason (i) if Executive shall have consented in writing to the occurrence of the Company event giving rise to the claim of termination for Good Reason or (ii) unless Executive shall have delivered a written notice to the Board within thirty (30) days of nonextension his having actual knowledge of the Employment Term pursuant occurrence of one of such events stating that he intends to Section 1 hereofterminate his employment for Good Reason and specifying the factual basis for such termination, Executive and such event, if capable of being cured, shall be entitled to receive: (A) in a lump sum not have been cured within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date receipt of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applynotice.
Appears in 2 contracts
Samples: Employment Agreement (Telegroup Inc), Employment Agreement (Telegroup Inc)
Termination by Executive for Good Reason. or Executive shall have the right to terminate his employment under this Agreement for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by Good Reason (as hereinafter defined) upon prior written notice to the Company. If , in which case this Agreement shall terminate on the date specified in such notice; provided, however, that such notice shall specify (i) outside of in reasonable detail the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder circumstances or event asserted as the basis for Good Reason during the Employment Term, termination and (ii) a Change in Control occurs date of termination that shall be at least thirty (30) days after the delivery of such notice; and during the Change in Control Protection Period Executive terminates his employment for any reasonprovided, (iii) Executive's employment with further, that the Company is terminated shall have the right during such thirty (30) day period to remedy the circumstances or event giving rise to the notice of termination for Good Reason prior to the date specified in such notice, in which case no right of termination or other right shall exist under this Section. In the event of any termination of employment by the Company without CauseExecutive for Good Reason, or (iv) Executive's employment with the Executive shall have no further obligations under this Agreement other than the obligations provided for in Sections 10, 11 and 12 hereof, the terms of which shall survive termination of this Agreement, and the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant shall have no further obligations under this Agreement, except to pay to Executive within thirty (30) days following such termination under this Section 1 hereof, Executive shall be entitled to receive7: (Aa) in all unreimbursed business-related expenses and (b) a lump sum within ten (10) business days after such termination severance payment in an amount equal to (i) three (3six months of his Salary under Section 5(a) times Executive's Base Salary hereof at the rate in effect at the date such notice was given, and (ii) the ratable amount of Bonus, if any, to which Executive would otherwise have been entitled but for termination under this Section, based on the ratio that the number of days from the beginning of the fiscal year (or, if applicable, the date of termination, (ii) three (3) times commencement of employment hereunder if Executive was not employed hereunder at the highest annual bonus paid or payable to Executive for any beginning of the previous three (3fiscal year) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited bears to 365. Notwithstanding anything to the extent that contrary in Section 5, the amount of Bonus, if any, to which Executive is otherwise may be entitled to such credit during such three under clause (3ii) year period, which payments of the next preceding sentence shall be made through and in accordance with based on Pre-Tax Income achieved to the terms last day of the nonqualified defined benefit pension arrangement if any then existsmonth immediately preceding the date of termination, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in determined by reference to the Company's defined benefit plan covering Executive); (E) three (3) years of quarterly financial results as filed with the maximum Company contribution (assuming Executive deferred Commission pursuant to the maximum amount and continued to earn his then current salary) measured from rules under the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in Exchange Act and, as the case of death) and his spouse's and dependents' health coverage for three (3) years under may be, unpublished monthly results determined by reference to the Company's health plans which cover books and accounts; such Pre-Tax Income shall then be annualized for purposes of applying the senior executives of formula set forth in Section 5(c), and the Company or materially similar benefits. Payments under Bonus payable shall be paid on a ratable basis as set forth in such clause (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyii).
Appears in 2 contracts
Samples: Employment Agreement (Forward Industries Inc), Employment Agreement (Forward Industries Inc)
Termination by Executive for Good Reason. Executive may terminate the Term and Executive’s employment for Good Reason (as defined below) effective on the first day after the end of the Cure Period (defined herein). “Good Reason” shall mean: (i) a material diminution in Executive’s duties or for responsibilities; (ii) (A) Executive shall not be the senior most executive officer of J.Xxxx Companies, (B) Executive shall not report directly to the Board or (C) any reason during ----------------------------------------------------------------- officer of the Change in Control Protection Period J.Xxxx Companies shall not report, directly or Termination by through officers reporting to Executive (provided that the Board may appoint a chairperson who is designated as an officer of the Company without ----------------------------------------------------------------------------- Cause and the Company may establish independent reporting relationships between officers such as the Chief Financial Officer, Chief Compliance Officer or Nonextension Chief Legal Officers and the Board or Committees of the Board responsible for oversight of substantive areas of the Companies reporting or compliance obligations); (iii) a reduction in Executive’s title below the title of Chief Executive Officer or President; (iv) a material reduction in Executive’s Base Salary, other than an across the board reduction to base salary for all senior executives of the Company of no more than twenty percent (20%) (provided that all such across the board reductions during the Term shall not, when aggregated, exceed twenty percent (20%) of Executive’s Base Salary as of the date of the first such reduction); (v) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (vi) the relocation of Executive’s principal work location outside of the Quincy, Massachusetts, area without Executive’s consent; or (vii) any other material breach of this Agreement by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period; provided, Executive terminates his employment hereunder for however, that Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: not exist unless (A) in Executive gives the Board a lump sum within written statement of the basis for Executive’s belief that Good Reason exists, (B) such written statement is provided not later than ninety (90) days after Executive knows, or should reasonably have known, of the existence of the condition that Executive believes forms the basis for resignation for Good Reason, (C) Executive gives the Board at least ten (10) business days after receipt of such termination written statement to cure the basis for such belief (i) three (3) times Executive's Base Salary in effect of the date of termination“Cure Period”), (iiD) three (3) times the highest annual bonus paid or payable to Board does not cure the basis for such belief within the Cure Period. In the event Executive terminates her employment for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6Good Reason, and provided that Executive fully complies with her obligations under paragraphs 7 through 11 of this Agreement and executes (ivand does not revoke) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance the Release such that it becomes irrevocable within sixty (60) days after her termination of employment with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due then Executive under the then applicable employee benefit plans of the Company as shall be determined paid compensation and paid in accordance with such plansseverance pursuant to paragraph 6(g) or 6(h) of this Agreement, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyapplicable.
Appears in 2 contracts
Samples: Employment Agreement (J.Jill, Inc.), Employment Agreement (J.Jill, Inc.)
Termination by Executive for Good Reason. or (a) If Employer elects to terminate Executive’s employment for any reason during ----------------------------------------------------------------- the Change in Control Protection Period other than Cause, Disability (as defined below) or Termination by the Company without ----------------------------------------------------------------------------- Cause death or Nonextension of the Term by the Company. If if Executive elects to terminate Executive’s employment with Employer for Good Reason (as defined below), (i) outside Employer shall continue to pay Executive’s Base Salary through the period of time ending nine months after the Change ------------------------------------------------ date of Executive’s termination of employment, payable in Control Protection Period, installments at the same times at which and in the same manner in which such Base Salary would have been payable to Executive terminates his had a termination of employment hereunder for Good Reason during the Employment Termnot occurred, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: receive an amount equal to (A) the product of (1) Executive’s target bonus for the calendar year in which Executive’s termination of employment hereunder occurs and (2) a fraction equal to (I) the number of days elapsed in such calendar year prior to Executive’s termination of employment hereunder, divided by (II) 365, less (B) any bonus for such calendar year paid to Executive (1) prior to his termination of employment with Employer or (2) pursuant to clause (ii) of the definition of Accrued Rights set forth above, payable in equal installments during the nine-month period following such termination of employment at the same times as Employer’s payroll applicable to the other employees of Employer is paid and (iii) Executive shall be entitled to the Accrued Rights; provided, however, that, in the case of clauses (i), (ii) and (iii), Employer shall not be obligated to (x) commence such payments until such time as Executive has provided a general release in favor of Employer, Intermex LLC, their subsidiaries and affiliates, and their respective directors, officers, employees, agents and representatives in form and substance acceptable to Employer and such general release has become effective and irrevocable (such date, the “Release Effective Date”), except that any payments that would have otherwise been paid to Executive following the date of the termination of employment and prior to the Release Effective Date shall be accumulated and paid to Executive in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of on the first payment date of termination, (ii) three (3) times following the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6Release Effective Date, and (ivy) continue such payments at any Base Salary, Bonus, vacation pay time following a breach of the provisions of Section 5.03 or 5.04 or a breach of the provisions of Article V (other deferred compensation accrued than Section 5.03 or earned under law 5.04) that either (A) is materially damaging to the business or in accordance with the Company's policies but not yet paid at the date reputation of termination; Employer or Intermex LLC or any of their affiliates or (B) subject to occurs after Employer has notified Executive of a prior breach of such Article V (other than Section 4(b) hereof5.03 or 5.04); provided, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under further, that if the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans Release Effective Date does not occur within 60 days of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and employment, Employer shall not credited be obligated to the extent that Executive is otherwise entitled to such credit during such three make payments under clauses (3i), (ii) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iviii) above, Section 12 hereof shall also continue to apply.
Appears in 2 contracts
Samples: Employment Agreement (Fintech Acquisition Corp. II), Employment Agreement (International Money Express, Inc.)
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates may terminate his employment hereunder for Good Reason Reason. For purposes of this Agreement, "Good Reason" shall mean: without Executive's prior written consent, (i) a material change, adverse to Executive, in Executive's positions, titles or offices as set forth in Section 3, or status rank, nature of responsibilities, or authority within the Company, or removal of Executive from, or failure to nominate, reappoint or reelect Executive as the Chairman of the Board, or as a member of any Board committee on which he has served during the Employment TermTerm (except if required by a change in law, accounting rule, or the rules of any national securities exchange or automated quotation system on which the Company's securities may be listed or quoted), including a failure of the Board or stockholders to take such actions (notwithstanding their legal right to do so), except, in such case, in connection with the termination of Executive's employment for Cause, Total Disability, Normal Retirement or Approved Early Retirement, or death, (ii) a Change in Control occurs and during the Change in Control Protection Period an assignment of any significant duties to Executive terminates which are inconsistent with his employment for any reasonpositions or offices held under Section 3, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) decrease in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary or other compensation or in effect of any compensation opportunities or a material decrease in the date of terminationaggregate benefits provided under this Agreement, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salaryother failure by the Company to perform any material obligation under, Bonusor breach by the Company of any material provision of, vacation pay this Agreement, (v) a relocation of the Corporate Offices of the Company more than 35 miles from the latest location of such offices prior to such relocation, (vi) any failure to secure the agreement of any successor corporation or other deferred compensation accrued or earned under law or in accordance with entity to the Company to fully assume the Company's policies but not yet paid at the date of termination; obligations under this Agreement in a form reasonably acceptable to Executive, (Bvii) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of attempt by the Company to terminate Executive for Cause which does not result in a valid termination for Cause, except where (x) valid grounds for Cause exist but are corrected as shall be determined and paid in accordance with such plans, policies and practices; permitted under Section 6(c) or (Dy) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from prior to 35 days after Executive's receipt of a copy of the date Cause Resolution, revokes the Cause Resolution, takes any and all other steps reasonably necessary to retract its allegations of termination of Cause and fully restore Executive to active employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of this Agreement, effective immediately prior to the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years adoption of the maximum Company contribution Cause Resolution, and pays (assuming or reimburses Executive deferred for) any costs and expenses reasonably incurred by Executive in connection with such attempted termination, and (viii) the maximum amount and continued failure of the parties to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable agree in writing at the end of each such year); the Term (or any extension thereof) to the terms of Executive's continued employment where only Executive, and (F) payment by not the Company, has given notice electing not to further extend the Term pursuant to the last sentence of Section 2. Executive shall not be considered to have terminated for Good Reason unless Executive shall have provided the Company with written notice of the premiums specific reasons for such termination within ninety (90) days after he has actual knowledge of the Executive event that is the basis for such termination and (except in the case of deatha termination pursuant to clause (vii) and his spouse's and dependents' health coverage for three or (3viii) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (Fpreceding sentence) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from affords the Company an additional payment in at least thirty (30) days to cure the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyalleged conduct.
Appears in 2 contracts
Samples: Employment Agreement (Scientific Games Corp), Employment Agreement (Scientific Games Corp)
Termination by Executive for Good Reason. or Executive may terminate her employment under this Agreement on thirty (30) days prior notice to the Company for any good reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination (“Good Reason”). For purposes of this Agreement, “Good Reason” shall mean and be limited to (i) a material breach of this Agreement by the Company (including without ----------------------------------------------------------------------------- Cause or Nonextension limitation the assignment to Executive of duties materially inconsistent with her status as Chief Administrative Officer of the Term by Company), or any material reduction in the Company. If (i) outside authority, duties or responsibilities of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, Executive; (ii) a Change in Control occurs and during any relocation of her or its principal place of business outside the Change in Control Protection Period Executive terminates his employment for any reason, greater Las Vegas metropolitan area (without Executive’s consent); (iii) Executive's employment with the Company is terminated a material reduction by the Company without Causein Executive’s then Base Salary or Bonus targets, a material reduction in other benefits (except as such benefits may be changed or reduced for other senior executives), or the failure by the Company to pay Executive any material portion of her current compensation when due; or (iv) Executive's employment with the Company terminates as following a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofChange in Control, Executive shall be entitled to receive: (A) in the failure of any acquiring or successor company, or, if the acquiring or successor company is a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect subsidiary of another company, the failure of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any highest-level parent of the previous three acquiring or successor company, to enter into an agreement naming Executive as the Chief Administrative Officer of the acquiring or successor company, or of the highest-level parent, as the case may be; or (3B) completed fiscal years Executive’s termination for Good Reason from the Company and any parent entity or termination without cause by the Company and its predecessorsany parent entity within eighteen (18) months of a Change in Control. Notwithstanding the foregoing, except with respect to a termination by Executive following a Change in Control, Executive’s resignation shall not be treated as a resignation for Good Reason unless (iiia) Executive notifies the Company (including any unreimbursed business expenses payable pursuant to Section 6, and acquiring and/or successor company) in writing of a condition constituting Good Reason within thirty (iv30) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date days following Executive’s becoming aware of terminationsuch condition; (Bb) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with fails to remedy such plans, policies and practices; condition within thirty (D30) three days following such written notice (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year“Remedy Period”); and (Fc) payment by Executive resigns within thirty (30) days following the Company expiration of the premiums for the Executive (except Remedy Period. Further, in the case of death) event that Executive resigns for Good Reason and his spouse's and dependents' health coverage for three (3) within two years under from such date accepts employment with the Company's health plans which cover , any acquirer or successor to the senior executives Company’s business or any affiliate, parent, or subsidiary of either the Company or materially similar benefits. Payments under (F) above mayits successor, at the discretion of the Company, be made by continuing participation of then Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive will forfeit any right to severance payments hereunder and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from will reimburse the Company an additional payment in for the full amount necessary so that he will have no additional cost for receiving of such items or any additional payment. In the circumstances described in each payments received by Executive within thirty (30) days of (i) through (iv) above, Section 12 hereof shall also continue to applyaccepting such employment.”
Appears in 1 contract
Termination by Executive for Good Reason. Executive has the right, in her reasonable determination at any time during the Term, to terminate her employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, the Company shall be given thirty (30) calendar days’ prior written notice from Executive, specifically identifying the reasons which are alleged to constitute Good Reason, and an opportunity to cure; provided, however, that Executive shall have no obligation to continue her employment with the Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in this Section 6(c), the term “Good Reason” shall mean and include (i) assignment to Executive of duties materially inconsistent with Executive’s position, (ii) requiring Executive to move her place of employment more than 50 miles from her place of employment prior to such move, or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination (iii) a material breach by the Company without ----------------------------------------------------------------------------- Cause of this Agreement; provided that in any such case Executive has not consented thereto. If Executive terminates her employment for Good Reason, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or Nonextension program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Term Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to her receipt of the post-employment payments and benefits under this Section 6(c), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. If The amount described in clause (i) outside of the Change ------------------------------------------------ first sentence of this paragraph shall be paid within ninety (90) calendar days after the date of Executive’s termination of employment, and the severance described in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, clause (ii) a Change of the first sentence of this paragraph shall be paid in Control equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that, in each case, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the Change applicable severance period and, in Control Protection Period the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment for any reason, (iii) Executive's her employment with the Company is terminated by or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Company without CauseTerm as described in Section 7 hereof. In such case, or (iv) Executive's Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate her employment with the Company terminates without Good Reason (as a result of the Company defined above) by giving written notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates her employment and not credited without Good Reason, the Company’s obligation to Executive shall be limited solely to the extent that Executive is otherwise entitled payment of unpaid Base Salary accrued up to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 1 contract
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by The Executive may also resign Executive’s employment with the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (iii30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive's employment with ’s resignation, the Company is terminated by may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without Causethe Executive’s prior consent; (B) a reduction in the Executive’s Base Salary to an amount below the amount set forth in Section 1(A), except in circumstances when the Executive’s Base Salary is reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (ivC) a change in the principal workplace of the Executive to a location outside of an 30-xxxx xxxxxx xxxx Xxxxxxxxx, Xxxxxxxxxxxxx; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive's employment with ’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company terminates as a result has not remedied the event allegedly constituting Good Reason within such 45 day period. iSpecimen Inc.Executive Employment Agreement – T. Wxxxxx Xxxxxx -5- In the event of any termination for Good Reason, the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times salary continuation payments for the aforementioned Salary Continuation Period, at the Executive's Base Salary in effect of the date of termination’s then current base salary rate, (ii) three (3) times the highest annual bonus paid or payable any Special Incentive and Target Bonus tied to Executive for any such Special Incentive earned but unpaid as of the previous three (3) completed fiscal years by the Company termination date, and its predecessors, (iii) COBRA benefits for the applicable statutory period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. . Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any unreimbursed business expenses payable payments pursuant to this Section 6unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes a re-affirmation of Executive’s non-competition covenant set forth in Exhibit D hereto, in favor of the Company in form and substance satisfactory to the Company (ivand such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance within sixty (60) calendar days after Executive’s separation from employment with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of event said sixty (i60) through (ivday period spans more than one calendar year, any payments made pursuant to this Section 5(D) above, Section 12 hereof shall also continue to applynot commence until the later calendar year.
Appears in 1 contract
Termination by Executive for Good Reason. Executive has the right, in his reasonable determination at any time during the Term, to terminate his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or for any reason during ----------------------------------------------------------------- reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Change Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in Control Protection Period this Section 6(c), the term “Good Reason “ shall mean (i) a material diminution in Executive’s authority, duties or Termination responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a material breach by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the Term by the Company. If (i) outside foregoing requirements, in no event shall an Executive’s termination of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder be considered for Good Reason during unless such termination occurs within two (2) years following the Employment Terminitial existence of one of the conditions specified in clauses (i), (ii) a Change in Control occurs and during (iii) of the Change in Control Protection Period preceding sentence. Executive:_____ Company: _____ If Executive terminates his employment for any reasonGood Reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant Company’s obligation to Section 1 hereof, Executive shall be entitled limited solely to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's unpaid Base Salary in effect of plus any accrued but unpaid benefits to the effective date of termination, (ii) three (3) times the highest annual any unpaid bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at then applicable bonus plan or program to the effective date of termination; (Bii) subject if there is no unpaid bonus earned for the year of termination, an amount equal to Section 4(b) hereofthe product of 100% of Executive’s Base Salary multiplied by a fraction, accelerated full vesting under all outstanding equity-based the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage under for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such plans payment being made eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive’s dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments would normally and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be made under such plans; (C) subject to in compliance with Section 10 hereof5 of this Agreement, any other amounts or benefits due Executive under the then applicable employee benefit plans and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company as and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be determined paid on the ninetieth (90th) calendar day after the date of Executive’s termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in accordance equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive’s termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such planscase, policies and practices; Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (Das defined above) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of by giving written notice to the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates his employment and not credited without Good Reason, the Company’s obligation to Executive shall be limited solely to the extent that Executive is otherwise entitled payment of unpaid Base Salary accrued up to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Executive:_____ Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.: _____
Appears in 1 contract
Samples: Employment Agreement (Windstream Technologies, Inc.)
Termination by Executive for Good Reason. or for At any reason during ----------------------------------------------------------------- the time prior to a "Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension Control" (as defined below) of the Term Company, Executive may terminate his employment by giving 30 days' written notice thereof to the Board of Directors following the occurrence of a material breach of this Agreement by the Company, provided the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such notice in which to cure the breach specified in such notice. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) At any time following a Change in Control occurs of the Company, Executive may terminate his employment by giving 30 days' written notice thereof to the Board of Directors following the occurrence of any of the following events (without Executive's prior written consent), provided that the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such notice in which to cure the conduct or cause specified in such notice: (a) a material reduction in Executive's positions, duties and during responsibilities with the Company from those in effect immediately prior to the Change in Control Protection Period Control; provided the election of a new Chief Executive terminates his employment Officer or Chairman of the Board of Directors, as provided in Section 10 of this Agreement, shall not be considered a material reduction for any reason, purposes of this subsection (iiia); (b) Executive's employment with the Company is terminated reduction by the Company without Cause, in Executive's rate of annual base salary as in effect immediately prior to the Change in Control; (c) a material reduction in the benefits or vacation time which had theretofore been provided to Executive other than as a part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company; (d) the relocation of the office or place where Executive normally reports for work to a location more than fifty (50) miles distant from the location where Executive normally reported for work immediately prior to the Change in Control; or (ive) Executive's employment with the failure by the Company terminates as to obtain a result satisfactory agreement from any successor to assume and agree to perform the Company's obligations under this Agreement. In the event of the Company giving notice of nonextension of the Employment Term termination for Good Reason under this Section 5.04.2 or by Executive pursuant to Section 1 hereof10 of this Agreement, the Company shall pay to and Executive shall be entitled to receive: (A) receive the same compensation and benefits as if Executive had been terminated without Cause under Section 5.03 of this Agreement. Executive shall only be entitled to such compensation and benefits if Executive signs a general release of claims in a lump sum within ten (10) business days form acceptable to the Company. If Executive does not sign such a general release of claims, Executive shall not be entitled to receive any further compensation under the provisions of this Agreement after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus . Any payment made under this Section 5.04.2 will be paid or payable according to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's normal payroll schedule and policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereofincluding, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereofwithout limitation, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyperiodic installments).
Appears in 1 contract
Termination by Executive for Good Reason. or 5.07. Executive may, for any reason during ----------------------------------------------------------------- of the Change in Control Protection Period or Termination following reasons (each a “Good Reason”), terminate his Employment under this Agreement upon written notice provided to Employer within sixty (60) days after: (a) a breach by the Company without ----------------------------------------------------------------------------- Cause or Nonextension Employer of any of the Term material terms or conditions of this Agreement; provided, however, that no such breach of this Agreement by Employer shall be deemed to have occurred until the Company. If expiration of thirty (i30) outside days following written notice being provided to Employer by Executive specifying the nature of such breach and such breach continuing during such thirty (30)-day period; (b) a material diminution or reduction in the duties or scope of responsibilities of Executive, provided however, that no such diminution or reduction in the duties or scope of responsibilities shall be deemed to have occurred until the expiration of thirty (30) days following written notice being provided to Employer by Executive specifying the nature of such diminution or reduction in duties or scope of responsibilities and such reduction or diminution continuing during such thirty (30)-day period and, provided further, the removal of Executive as Chairman of the Change ------------------------------------------------ in Control Protection Period, Board or the election of someone other than the Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result Chairman of the Company giving notice of nonextension of Board shall not constitute “Good Reason”; (c) any purported reduction in the Employment Term pursuant base salary payable to Section 1 hereofExecutive hereunder; provided, Executive that no such reduction shall be entitled deemed to receive: (A) in a lump sum within ten (10) business days after such termination (i) have occurred until the expiration of three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable business days following a written notice being provided to Employer by Executive for any of the previous three (3) completed fiscal years by the Company specifying such reduction and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit reduction continuing during such three (3) year business day period, which payments shall be made through and in accordance with the terms ; (d) failure to reelect Executive as a member of the nonqualified Board of Directors (if he agrees to be nominated) or the removal of Executive as a member of the Board of Directors other than for events described in Section 5.04; or (e) the occurrence of a Change of Control (as defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from Employer’s 1999 Equity Incentive Plan as amended through the date of termination under any type of qualified or nonqualified 401(k) plan hereof). All terminations by Executive pursuant to this Section 5.07 shall entitle Executive to receive severance payments and bonus payments, and continue health insurance (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided thatExecutive’s cost, to the extent permitted under the applicable plans), as if on the date of such termination by Executive, the Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, had been terminated by Employer without cause pursuant to Section 12 hereof shall also continue to apply5.05.
Appears in 1 contract
Samples: Employment Agreement (Amx Corp /Tx/)
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- If the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reasonGood Reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination receive (i) three (3) times Executive's severance compensation equal to his Base Salary in effect of under Section 3(a), payable at such times as his Base Salary would have been paid if his employment had not been terminated, for one (1) year following the date of termination, (ii) three as to benefits, if any, provided by any insurance policies in accordance with their terms, and as to any other benefits, payable within ninety (390) times days after the highest date of such termination, accrued by him hereunder up to and including the date of such termination and (iii) reimbursement for all expenses incurred by Executive pursuant to Section 1(d) prior to his termination. Good Reason means a termination of Executive's employment by Executive within ninety (90) days following (i) a material reduction in Executive's annual bonus paid Base Salary or payable to Executive for any of the previous three incentive compensation or equity participation opportunity, (3ii) completed fiscal years by the Company a material reduction or change in Executive's positions, duties and its predecessorsresponsibilities or reporting lines from those described in Section 1 hereof where such reduction or change occurs within ninety (90) days following a "Change in Control", (iii) any unreimbursed business expenses payable pursuant to Section 6a change in the location of the Company's headquarters or of the office of the Executive from the Fairfield, and Iowa area, (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with a material breach of this Agreement by the Company. In addition, if Executive terminates his employment within ninety (90) days following a Change in Control, even if there has been non-material reduction in the Executive's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereofpositions, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under duties, responsibilities or reporting lines, then such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as termination shall be determined and paid in accordance with such plans, policies and practices; (Dtreated as for Good Reason pursuant to this Section 5(f) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent except that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage shall receive Base Salary only for three (3) years under months following employment termination. Notwithstanding the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above mayforegoing, at the discretion of the Company, a termination shall not be made by continuing participation of Executive in the plan treated as a terminee, by paying the applicable COBRA premium termination for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of Good Reason (i) through if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason or (ivii) aboveunless Executive shall have delivered a written notice to the Board within thirty (30) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, Section 12 hereof and such event, if capable of being cured, shall also continue to applynot have been cured within ten (10) days of the receipt of such notice.
Appears in 1 contract
Samples: Employment Agreement (Telegroup Inc)
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- Executive shall have the Change in Control Protection Period or Termination by right (unless the Company without ----------------------------------------------------------------------------- Cause or Nonextension shall have theretofore terminated Executive’s employment pursuant to any other provision of the Term this Agreement) to terminate Executive’s employment at any time for Good Reason (as hereinafter defined) by giving at least thirty (30) days' prior written notice to the Company. If ; provided that: (i) outside on receipt of such notice, the Change ------------------------------------------------ in Control Protection PeriodCompany shall have the right, Executive terminates his employment hereunder for Good Reason during by notice to Executive, to cause the Employment Termtermination pursuant to this Section 6(f) to be effective at any earlier date within such thirty (30) day period, and (ii) a Change in Control occurs the Company shall nevertheless have the right and during the Change in Control Protection Period Executive terminates his power to terminate Executive’s employment for Cause pursuant to Section 6(a) during such thirty (30) day period, which right shall not be limited or otherwise affected by any reasonaction taken by Executive pursuant to this Section 6(f), (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with and if the Company terminates as a result of the Company giving notice of nonextension of the Employment Term Executive’s employment pursuant to Section 1 hereof6(a) during such thirty (30) day period, Executive’s notice of termination pursuant to this Section 6(f) shall be void and of no effect. On termination pursuant to this Section 6(f), Executive shall be entitled to receive: Salary for a period of six (A6) months from the Termination Date (payable in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or installments in accordance with the Company's policies ’s customary payroll procedure for its other executives and less applicable federal, state and local income tax, withholding and other payroll taxes), plus credit for any vacation accrued (on a time apportioned basis through the Termination Date) but not yet paid at taken, reimbursement for expenses properly reimbursable but not previously reimbursed through the date Termination Date, and Executive benefits to which Executive is entitled as of termination; (Bthe Termination Date as expressly provided in Benefit Plans in which Executive participates, and all of Executive’s stock options referenced in Section 5(b) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based above and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts stock options or equity awards granted to Executive shall become immediately and fully vested, but Executive shall not be entitled to any other severance compensation or any other Executive benefits due and the Company shall have no further obligation to Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applythis Agreement.
Appears in 1 contract
Samples: Employment Agreement (Sangui Biotech International Inc)
Termination by Executive for Good Reason. or for At any reason during ----------------------------------------------------------------- the time prior to a “Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension Control” (as defined below) of the Term Company, Executive may terminate his employment by giving 30 days’ written notice thereof to the Board of Directors following the occurrence of a material breach of this Agreement by the Company, provided the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such notice in which to cure the breach specified in such notice. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) At any time following a Change in Control occurs of the Company, Executive may terminate his employment by giving 30 days’ written notice thereof to the Board of Directors following the occurrence of any of the following events (without Executive’s prior written consent), provided that the Company shall have a reasonable time, not to exceed 20 days in any event, after the receipt of such notice in which to cure the conduct or cause specified in such notice: (a) a material reduction in Executive’s positions, duties and during responsibilities with the Company from those in effect immediately prior to the Change in Control Protection Period Control; provided the election of a new Chief Executive terminates his employment Officer or Chairman of the Board of Directors, as provided in Section 10 of this Agreement, shall not be considered a material reduction for any reason, purposes of this subsection (iiia); (b) Executive's employment with the Company is terminated reduction by the Company without Cause, in Executive’s rate of annual base salary as in effect immediately prior to the Change in Control; (c) a material reduction in the benefits or vacation time which had theretofore been provided to Executive other than as a part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company; (d) the relocation of the office or place where Executive normally reports for work to a location more than fifty (50) miles distant from the location where Executive normally reported for work immediately prior to the Change in Control; or (ive) Executive's employment with the failure by the Company terminates as to obtain a result satisfactory agreement from any successor to assume and agree to perform the Company’s obligations under this Agreement. In the event of the Company giving notice of nonextension of the Employment Term termination for Good Reason under this Section 5.04.2 or by Executive pursuant to Section 1 hereof10 of this Agreement, the Company shall pay to and Executive shall be entitled to receive: (A) receive the same compensation and benefits as if Executive had been terminated without Cause under Section 5.03 of this Agreement. Executive shall only be entitled to such compensation and benefits if Executive signs a general release of claims in a lump sum within ten (10) business days form acceptable to the Company. If Executive does not sign such a general release of claims, Executive shall not be entitled to receive any further compensation under the provisions of this Agreement after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus . Any payment made under this Section 5.04.2 will be paid or payable according to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's ’s normal payroll schedule and policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereofincluding, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereofwithout limitation, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyperiodic installments).
Appears in 1 contract
Samples: Employment Agreement
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- The Executive shall at all times have the Change in Control Protection Period or Termination by right, upon written notice given to the Company without ----------------------------------------------------------------------------- Cause or Nonextension within forty five (45) days after the occurrence of the Term by Good Reason (as defined below) event, to terminate his employment for Good Reason unless such circumstances are fully corrected as provided below. For purposes of this Agreement, "Good Reason" shall mean the Company. If occurrence or failure to cause the occurrence, as the case may be, without Executive's express written consent, of any of the following circumstances: (i) outside any adverse change or any diminution in Executive's then positions, titles, duties, responsibilities or authority, or the assignment to the Executive of the Change ------------------------------------------------ in Control Protection Period, Executive terminates duties that are inconsistent with his employment hereunder for Good Reason during the Employment Termthen position, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reasonis caused to report to anyone other than the Board, (iii) a relocation of the Company's principal executive office to a location more than twenty five (25) miles from its current location, or a relocation of the Executive to anywhere other than the Company's headquarters, (iv) failure of the Company to enter into the Option Agreements with the Executive, (v) any material breach by the Company of any provision of this Agreement, any of the Option Agreements or any other material written agreement between the Company and the Executive that such parties shall have agreed to list on a Schedule to this Agreement as constituting an agreement subject to this clause (v) or (vi) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to the Executive upon the assignee becoming such, the obligations of the Company hereunder. Any termination for Good Reason shall be made by notice in writing to the Company, which notice shall set forth in reasonable detail all acts or omissions upon which the Executive claims to be grounds for a Good Reason termination. The Company shall have fifteen (15) days from the receipt of such notice to cure the facts and circumstances, if curable, leading to the giving of such notice of termination for Good Reason. Upon any termination pursuant to this Section 7.5, the Executive's termination of employment with the Company is terminated shall be deemed to be a termination by the Company without Cause, or (iv) and the Executive shall be entitled to all of the benefits and payments as if the Executive's employment with was terminated by the Company terminates as a result of the Company giving notice of nonextension without Cause pursuant to Section 7.4. Upon any termination of the Employment Term pursuant to this Section 1 hereof7.5, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyfurther obligations hereunder except as otherwise provided herein.
Appears in 1 contract
Samples: Employment Agreement (Diagnostic Pathology Management Services Inc)
Termination by Executive for Good Reason. or During the Initial Fixed Term, the Executive may terminate his employment under this Agreement at any time for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination Good Reason, upon written notice by the Company without ----------------------------------------------------------------------------- Cause or Nonextension Executive to Coda Octopus. For purposes of this Agreement, “Good Reason” for termination shall mean that the Executive has complied with the “Good Reason Process” (hereafter defined) following the occurrence of one of the Term by following events, without the Company. If Executive’s consent: (i) outside the assignment to the Executive of substantial duties or responsibilities inconsistent with the Change ------------------------------------------------ Executive’s position at Coda Octopus, or any other action by Coda Octopus which results in Control Protection Perioda substantial diminution or other substantive adverse change in the Executive’s duties or responsibilities, Executive terminates his employment hereunder for Good Reason during including, but not limited to, a substantial diminution in the Employment Term, Executive’s title as set forth in Section 2 hereof; (ii) a Change in Control occurs and during requirement that the Change in Control Protection Period Executive terminates his employment for any reasonwork principally from a location outside the 50 mile radius from Coda Octopus’s address first written above, without prior agreement with the Executive; (iii) Executive's employment with Coda Octopus’s failure to pay the Company Executive any Base Salary or other compensation to which he becomes entitled, other than an inadvertent failure which is terminated remedied by Coda Octopus within 30 days after receipt of written notice thereof from the Company without Cause, Executive (or ten days for failure to pay Base Salary); (iv) Executive's employment with Coda Octopus’s failure to honor the Company terminates as a result of the Company giving notice of nonextension of the Employment Term equity award granted pursuant to Section 1 hereof4(e), Executive if applicable; (v) any reduction in the Executive’s aggregate Base Salary and any involuntary reduction in the Executive’s other compensation taken as a whole, excluding any reductions caused by the failure to achieve performance targets; or (vi) Coda Octopus’s material breach of any of its other material obligations under this Agreement. “Good Reason Process” shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination mean that (i) three (3) times Executive's Base Salary Executive reasonably determines in effect of the date of termination, good faith that a “Good Reason” event has occurred; (ii) three (3) times the highest annual bonus paid or payable to Executive for any notifies Coda Octopus in writing of the previous three (3) completed fiscal years by occurrence of the Company and its predecessors, Good Reason event; (iii) any unreimbursed business expenses payable pursuant Executive cooperates in good faith with Coda Octopus’s efforts, for a period not less than 30 days following such notice, to Section 6, modify the Executive’s employment situation in a manner acceptable to the Executive and Coda Octopus; and (iv) any Base Salarynotwithstanding such efforts, Bonus, vacation pay one or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans more of the Company as Good Reason events continues to exist and has not been modified in a manner acceptable to the Executive. If Coda Octopus cures the Good Reason event in a manner acceptable to the Executive during the 30 day period, Good Reason shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and deemed not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyoccurred.
Appears in 1 contract
Termination by Executive for Good Reason. Executive has the right, in his reasonable determination at any time during the Term, to terminate his employment with the Company for Good Reason (as defined in this Section 6(c) below) by giving written notice to the Company as described in this Section 6(c) below. Prior to the effectiveness of termination for Good Reason, within thirty (30) calendar days following the existence of a condition constituting Good Reason, Executive shall provide written notice to the Company specifically identifying the reason or for any reason during ----------------------------------------------------------------- reasons which are alleged to constitute Good Reason, and an opportunity to cure within a period of not less than thirty (30) days; provided, however, that Executive shall have no obligation to continue his employment with the Change Company following such thirty (30) calendar day notice period unless the Company cures the event(s) giving rise to Executive’s Good Reason notice. As used in Control Protection Period this Section 6(c), the term “Good Reason” shall mean (i) a material diminution in Executive’s authority, duties or Termination responsibilities; (ii) requiring Executive to move his place of employment more than 75 miles from his place of employment prior to such move; or (iii) a material breach by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of this Agreement; provided that in any such case Executive has not consented thereto. In addition to the Term by the Company. If (i) outside foregoing requirements, in no event shall an Executive’s termination of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder be considered for Good Reason during unless such termination occurs within two (2) years following the Employment Terminitial existence of one of the conditions specified in clauses (i), (ii) a Change in Control occurs and during (iii) of the Change in Control Protection Period preceding sentence. Executive:_____ Company: _____ If Executive terminates his employment for any reasonGood Reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant Company’s obligation to Section 1 hereof, Executive shall be entitled limited solely to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's unpaid Base Salary in effect of plus any accrued but unpaid benefits to the effective date of termination, (ii) three (3) times the highest annual any unpaid bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at then applicable bonus plan or program to the effective date of termination; (Bii) subject if there is no unpaid bonus earned for the year of termination, an amount equal to Section 4(b) hereofthe product of 100% of Executive’s Base Salary multiplied by a fraction, accelerated full vesting under all outstanding equity-based the numerator of which is the number of days he is employed by the Company during the year in which the termination occurs and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans denominator of which is 365 and, if the date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid; (iii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iv) if Executive is eligible for and timely elects COBRA coverage under for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for himself and his eligible dependents for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due, and in the event of the death of Executive before the expiration of such plans payment being made eighteen (18)-month period, the Company shall, for the remainder of such period, continue to pay the COBRA premiums for the Executive’s dependents (including his spouse, if any) who were receiving COBRA coverage at the time of his death. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments would normally and benefits under clauses (ii), (iii) and (iv) of the first sentence of this Section 6(c), Executive must be made under such plans; (C) subject to in compliance with Section 10 hereof5 of this Agreement, any other amounts or benefits due Executive under the then applicable employee benefit plans and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company as and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (ii) of the first sentence of this paragraph shall be determined paid on the ninetieth (90th) calendar day after the date of Executive’s termination of employment, and the severance described in clause (iii) of the first sentence of this paragraph shall be paid in accordance equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs on or after the ninetieth (90th) day after the date of Executive’s termination of employment, provided that, in the case of amounts described in clauses (ii) and (iii) of the first sentence of this Section 6(c), the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(c) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(c) shall not apply if Executive terminates his employment with the Company or a succeeding entity for Good Reason upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such planscase, policies and practices; Section 7 of this Agreement shall control. Executive has the right, at any time during the Term, to terminate his employment with the Company without Good Reason (Das defined above) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of by giving written notice to the Company, measured which termination shall be effective sixty (60) calendar days from the date of termination of such written notice. If Executive terminates his employment and not credited without Good Reason, the Company’s obligation to Executive shall be limited solely to the extent that Executive is otherwise entitled payment of unpaid Base Salary accrued up to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the effective date of termination under plus any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); accrued but unpaid bonus and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Executive:_____ Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.: _____
Appears in 1 contract
Samples: Employment Agreement (Windstream Technologies, Inc.)
Termination by Executive for Good Reason. or The Executive may terminate his employment under this Agreement at any time for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination Good Reason, upon written notice by the Company without ----------------------------------------------------------------------------- Cause or Nonextension Executive to Coda Octopus. For purposes of this Agreement, “Good Reason” for termination shall mean that the Executive has complied with the “Good Reason Process” (hereafter defined) following the occurrence of one of the Term by following events, without the Company. If Executive’s consent: (i) outside the assignment to the Executive of substantial duties or responsibilities inconsistent with the Change ------------------------------------------------ Executive’s position at Coda Octopus, or any other action by Coda Octopus which results in Control Protection Perioda substantial diminution or other substantive adverse change in the Executive’s duties or responsibilities, Executive terminates his employment hereunder for Good Reason during including, but not limited to, a substantial diminution in the Employment Term, Executive’s title as set forth in Section 2 hereof; (ii) a Change in Control occurs and during requirement that the Change in Control Protection Period Executive terminates his employment for any reasonwork principally from a location outside the 50 mile radius from Coda Octopus’s address first written above, without prior agreement with the Executive; (iii) Executive's employment with Coda Octopus’s failure to pay the Company Executive any Base Salary or other compensation to which he becomes entitled, other than an inadvertent failure which is terminated remedied by Coda Octopus within 30 days after receipt of written notice thereof from the Company without Cause, Executive (or ten days for failure to pay Base Salary); (iv) Executive's employment with Coda Octopus’s failure to honor the Company terminates as a result of the Company giving notice of nonextension of the Employment Term equity award granted pursuant to Section 1 hereof4(e), Executive if applicable; (v) any reduction in the Executive’s aggregate Base Salary and any involuntary reduction in the Executive’s other compensation taken as a whole, excluding any reductions caused by the failure to achieve performance targets; or (vi) Coda Octopus’s material breach of any of its other material obligations under this Agreement. “Good Reason Process” shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination mean that (i) three (3) times Executive's Base Salary Executive reasonably determines in effect of the date of termination, good faith that a “Good Reason” event has occurred; (ii) three (3) times the highest annual bonus paid or payable to Executive for any notifies Coda Octopus in writing of the previous three (3) completed fiscal years by occurrence of the Company and its predecessors, Good Reason event; (iii) any unreimbursed business expenses payable pursuant Executive cooperates in good faith with Coda Octopus’s efforts, for a period not less than 30 days following such notice, to Section 6, modify the Executive’s employment situation in a manner acceptable to the Executive and Coda Octopus; and (iv) any Base Salarynotwithstanding such efforts, Bonus, vacation pay one or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans more of the Company as Good Reason events continues to exist and has not been modified in a manner acceptable to the Executive. If Coda Octopus cures the Good Reason event in a manner acceptable to the Executive during the 30 day period, Good Reason shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and deemed not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyoccurred.
Appears in 1 contract
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Executive may voluntarily resign Executive’s position with Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during (as defined below), at any time on sixty (60) days’ advance written notice. In the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment event of Executive’s resignation for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofGood Reason, Executive shall will be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times receive Executive's ’s Base Salary in effect of through the date of termination, (ii) three (3) times and any accrued benefits through the highest annual bonus paid or payable to Executive for any date of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or termination which may be owing in accordance with the Company's ’s policies. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Upon termination for Good Reason, Executive shall also be entitled to the following from the Company: (i) payment of an amount equal to Executive’s then current Base Salary for a period of twelve (12) months, payable in accordance with the usual payroll policies but not yet paid in effect at the Company as if Executive was employed at the time, commencing on the first payroll date occurring sixty (60) days from the date of termination; (Bii) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on actual coverage under such plans payment being made the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors at the end of the applicable bonus period), payable at the same time payments as such payment would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance during Executive’s regular employment with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company; and (iii) continued payment, measured for a period equal to the lesser of (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of employment the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended or any statute or regulation of similar effect (including but not credited limited to the extent that Executive is otherwise entitled to such credit during such three (3) year period2010 Patient Protection and Affordable Care Act, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment as amended by the Company 2010 Health Care and Education Reconciliation Act), then in lieu of reimbursing the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above mayCOBRA premiums, at the discretion of the Company, be made by continuing participation in its sole discretion, may elect to instead pay Executive on the first day of Executive in the plan as each month, a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, fully taxable cash payment equal to the extent Executive incurs COBRA premiums for that month, subject to applicable tax that he would not have incurred as an active employee as a result withholdings (such amount, the “Special Severance Payment”), for the remainder of the aforementioned coverage or COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyCOBRA premiums.
Appears in 1 contract
Samples: Employment Agreement (GS Acquisition Holdings Corp II)
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Executive may voluntarily resign Executive’s position with Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during (as defined below), at any time on sixty (60) days’ advance written notice. In the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment event of Executive’s resignation for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofGood Reason, Executive shall will be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times receive Executive's ’s Base Salary in effect of through the date of termination, (ii) three (3) times and any accrued benefits through the highest annual bonus paid or payable to Executive for any date of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or termination which may be owing in accordance with the Company's ’s policies. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Upon termination for Good Reason, Executive shall also be entitled to the following from the Company: (i) payment of an amount equal to Executive’s Base Salary for a period of twelve (12) months, payable in accordance with the usual payroll policies but not yet paid in effect at the Company as if Executive was employed at the time, commencing on the first payroll date occurring sixty (60) days from the date of termination; (Bii) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on actual coverage under such plans payment being made the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors at the end of the applicable bonus period), payable at the same time payments as such payment would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance during Executive’s regular employment with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company; and (iii) continued payment, measured for a period equal to the lesser of (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of employment the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended or any statute or regulation of similar effect (including but not credited limited to the extent that Executive is otherwise entitled to such credit during such three (3) year period2010 Patient Protection and Affordable Care Act, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment as amended by the Company 2010 Health Care and Education Reconciliation Act), then in lieu of reimbursing the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above mayCOBRA premiums, at the discretion of the Company, be made by continuing participation in its sole discretion, may elect to instead pay Executive on the first day of Executive in the plan as each month, a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, fully taxable cash payment equal to the extent Executive incurs COBRA premiums for that month, subject to applicable tax that he would not have incurred as an active employee as a result withholdings (such amount, the “Special Severance Payment”), for the remainder of the aforementioned coverage or COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyCOBRA premiums.
Appears in 1 contract
Samples: Employment Agreement (GS Acquisition Holdings Corp II)
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by The Executive may also resign Executive’s employment with the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (iii30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive's employment with ’s resignation, the Company is terminated by may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without Causethe Executive’s prior consent; (B) a reduction in the Executive’s Base Salary to an amount below the amount set forth in Section 1(A), except in circumstances when the Executive’s Base Salary is reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (ivC) a change in the principal workplace of the Executive to a location outside of an 30-xxxx xxxxxx xxxx Xxxxxxxxx, Xxxxxxxxxxxxx; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive's employment with ’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company terminates as a result has not remedied the event allegedly constituting Good Reason within such 45 day period. Executive Employment Agreement – B. Xxxxxx In the event of any termination for Good Reason, the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times salary continuation payments for the aforementioned Salary Continuation Period, at the Executive's Base Salary in effect of the date of termination’s then current base salary rate, (ii) three (3) times the highest annual bonus paid or payable any Special Incentive and Target Bonus tied to Executive for any such Special Incentive earned but unpaid as of the previous three (3) completed fiscal years by the Company termination date, and its predecessors, (iii) COBRA benefits for the applicable statutory period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. . Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any unreimbursed business expenses payable payments pursuant to this Section 6unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes a re-affirmation of Executive’s non-competition covenant set forth in Exhibit D hereto, in favor of the Company in form and substance satisfactory to the Company (ivand such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance within sixty (60) calendar days after Executive’s separation from employment with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of event said sixty (i60) through (ivday period spans more than one calendar year, any payments made pursuant to this Section 5(D) above, Section 12 hereof shall also continue to applynot commence until the later calendar year.
Appears in 1 contract
Termination by Executive for Good Reason. or If the Executive terminates her employment for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination “Good Reason” as defined below, such termination shall be treated as a termination of Executive’s employment by the Company without ----------------------------------------------------------------------------- Cause other than for Cause. The Executive shall be treated as terminating her employment for Good Reason if he terminates her employment within two years following the initial existence of one or Nonextension more of the Term by the Company. If following events: (i) outside of a material diminution in the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, Executive’s base compensation; (ii) a Change material diminution in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reasonExecutive’s authority, duties, or responsibilities; (iii) Executive's employment with a material diminution in the Company is terminated budget over which the Executive retains authority (other than a diminution by the Company without Cause, reason of a sale or (iv) Executive's employment with the Company terminates as other disposition of a result substantial portion of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement assets of the Company, measured from such as the Broadway Sale); (iv) a material change in the geographic location at which the Executive must perform the services described in this Agreement; and (v) any other action or inaction that constitutes a material breach by the Company of this Agreement; provided, that the Executive provide notice to the Company within 90 days after the first occurrence of such event; provided further, that the Company shall have a period of 30 days in which to cure any ground for termination for Good Reason. In the event that, during the Term, the Company shall terminate the employment of Xxxxxxxx Xxxxxxxxxx without “Cause” as defined in the Employment Agreement of even date of herewith between Xxxxxxxx Xxxxxxxxxx and the Company, or if Xxxxxxxx Xxxxxxxxxx resigns for “Good Reason” as determined under his Employment Agreement with the Company, any such termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment considered a material breach by the Company of the premiums for terms of this Agreement (of which the Company shall be deemed to have notice by reason of such resignation or other termination, and which shall not be subject to cure except insofar as set forth in the Employment Agreement of Xxxxxxxx Xxxxxxxxxx with the Company). For the avoidance of doubt, if the Executive (except in the case of death) and his spouse's and dependents' health coverage terminates her employment for three (3) years under Good Reason, the Company's health plans which cover ’s obligation to continue paying to the senior executives of Executive the XxxxxXxxxxxx.xxx 5% Interest, notwithstanding the fact that Executive’s employment with the Company or materially similar benefits. Payments under (F) above mayhas terminated, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would will not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyexpire.”
Appears in 1 contract
Termination by Executive for Good Reason. During the Employment Period, Executive’s employment may be terminated by Executive for Good Reason if: (x) an event or for circumstance set forth in the clauses of this Section 5(e) below shall have occurred and Executive provides the Company with written notice thereof within thirty days after Executive has knowledge of the occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason; (y) the Company fails to correct the circumstance or event so identified within thirty days after the receipt of such notice; and (z) Executive resigns within ninety days after the expiration of such thirty day cure period referred to in clause (y) above by providing a Notice of Termination to the Company. For purposes of this Agreement, “Good Reason” shall mean, in the absence of Executive’s prior written consent, the occurrence of any reason during ----------------------------------------------------------------- of the Change in Control Protection Period or Termination following: (i) a reduction by the Company without ----------------------------------------------------------------------------- Cause in Executive’s Base Salary; or Nonextension (ii) any (x) material reduction of the Term threshold, target or superior award levels applicable to the Executive’s annual bonus or annual equity awards contemplated by Section 4 hereof and the Incentive Compensation Program, (as set forth in Exhibit A attached hereto), or immaterial reduction to any such award levels to the extent not generally applicable to the other executive officers of the Company. If , (iy) outside grant of any annual equity award with, or change to any existing equity award’s, vesting terms and conditions (including without limitation any terms and conditions relating to accelerated vesting) which is less favorable to Executive than those provided for in this Agreement and the Incentive Compensation Program (as set forth in Exhibit A attached hereto) or (z) any material change to any material terms or conditions of the Change ------------------------------------------------ Company’s Incentive Compensation Program (as set forth in Control Protection Period, Exhibit A attached hereto) adverse to Executive terminates his employment hereunder for Good Reason in respect of outstanding or future annual bonus or equity awards; or (iii) a material reduction in the aggregate level of employee benefits made available to Executive when compared to the benefits made available to Executive at any time during the Employment TermPeriod, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company unless such reduction is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result applicable to senior officers of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and generally; (iv) any Base Salary, Bonus, vacation pay or removal of Executive from his position as the Chief Executive Officer (other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject than pursuant to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of Executive’s employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year periodfor death, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering ExecutiveDisability or Cause); or (Ev) three (3) years the assignment to Executive of the maximum Company contribution (assuming any duties inconsistent with Executive’s status as Chief Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives Officer of the Company or materially similar benefits. Payments under any substantial reduction in or restriction upon the nature, status or extent of Executive’s responsibilities or authorities; or (Fvi) above may, requiring Executive to report to any individual or body other than directly to the Board; or (vii) the Company requiring Executive’s principal location of employment to be at any office or location more than 25 miles from the discretion current location of the Company’s office in Dallas County, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, Texas (other than to the extent Executive incurs tax that he would not have incurred as an active employee as agreed to or requested by Executive) on the Effective Date; or (viii) a result material failure of the aforementioned coverage or Company to comply with the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each material terms of (i) through (iv) above, Section 12 hereof shall also continue to applythis Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (FelCor Lodging Trust Inc)
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, The Executive terminates may terminate his employment hereunder for Good Reason Reason. For purposes of this Agreement, the term "Good Reason" shall mean and shall be deemed to exist if, without the prior written consent or waiver of the Executive, (i) the Executive is assigned duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities associated with his titles or position, as set forth in this Agreement (or which he may receive during the Employment TermPeriod), (ii) a Change in Control occurs the Executive's duties or responsibilities are significantly reduced, except with respect to (A) sale of the Beauty Division, and during (B) any corporate action initiated or recommended by Executive and approved by the Change in Control Protection Period Executive terminates his employment for any reasonBoard, (iii) the Company fails to grant Executive the Options or Special Options required to be recommended to be granted pursuant to Section 3(g) or the Restricted Stock required to be recommended to be granted pursuant to Section 3(h), (iv) the Company fails to perform substantially any material term or provision of this Agreement, (v) the Executive's employment with office location is relocated to one that is more than fifty (50) miles from the location at which the Executive was based immediately prior to the relocation, (iv) the Company fails to obtain the full assumption of this Agreement by a successor entity, (vii) the Executive is terminated by not elected to the Company without Board or is not reelected thereto or is forced to resign therefrom for any reason not constituting Cause, or (ivviii) Executive's employment with either the Company terminates Performance Bonus Award or the Incentive Bonus Award, as a result described in Sections 3(b) and 3(c), respectively, is not approved by the stockholders at such time or times as such approval is required; provided however, that Executive first provides written notice to the Board within 60 days of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3events specified in this Section 10(b)(i-viii) completed fiscal years by of his intention to terminate specifying the circumstances relating thereto, and the Company and its predecessorsfails to cure any such defects, (iii) any unreimbursed business expenses payable pursuant to Section 6as identified in such notice, within 60 days of receipt of such notice, and (iv) Executive reaffirms in writing his election to terminate within 10 business days of expiration of any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year curative period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply.
Appears in 1 contract
Samples: Employment Contract (Donna Karan International Inc)
Termination by Executive for Good Reason. or Executive may terminate her employment under this Agreement on thirty (30) days prior notice to the Company for any good reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination (“Good Reason”). For purposes of this Agreement, “Good Reason” shall mean and be limited to (i) a material breach of this Agreement by the Company (including without ----------------------------------------------------------------------------- Cause or Nonextension limitation the assignment to Executive of duties materially inconsistent with her status as Chief Administrative Officer of the Term by Company), or any material reduction in the Company. If (i) outside authority, duties or responsibilities of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, Executive; (ii) a Change in Control occurs and during any relocation of her or its principal place of business outside the Change in Control Protection Period Executive terminates his employment for any reason, greater Las Vegas metropolitan area (without Executive’s consent); (iii) Executive's employment with the Company is terminated a material reduction by the Company without Causein Executive’s then Base Salary or Bonus targets, a material reduction in other benefits (except as such benefits may be changed or reduced for other senior executives), or the failure by the Company to pay Executive any material portion of her current compensation when due; or (iv) Executive's employment with the Company terminates as following a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofChange in Control, Executive shall be entitled to receive: (A) in the failure of any acquiring or successor company, or, if the acquiring or successor company is a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect subsidiary of another company, the failure of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any highest-level parent of the previous three acquiring or successor company, to enter into an agreement naming Executive as the Chief Marketing Officer of the acquiring or successor company, or of the highest-level parent, as the case may be; or (3B) completed fiscal years Executive’s termination for Good Reason from the Company and any parent entity or termination without cause by the Company and its predecessorsany parent entity within eighteen (18) months of a Change in Control. Notwithstanding the foregoing, except with respect to a termination by Executive following a Change in Control, Executive’s resignation shall not be treated as a resignation for Good Reason unless (iiia) Executive notifies the Company (including any unreimbursed business expenses payable pursuant to Section 6, and acquiring and/or successor company) in writing of a condition constituting Good Reason within thirty (iv30) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date days following Executive’s becoming aware of terminationsuch condition; (Bb) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with fails to remedy such plans, policies and practices; condition within thirty (D30) three days following such written notice (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year“Remedy Period”); and (Fc) payment by Executive resigns within thirty (30) days following the Company expiration of the premiums for the Executive (except Remedy Period. Further, in the case of death) event that Executive resigns for Good Reason and his spouse's and dependents' health coverage for three (3) within two years under from such date accepts employment with the Company's health plans which cover , any acquirer or successor to the senior executives Company’s business or any affiliate, parent, or subsidiary of either the Company or materially similar benefits. Payments under (F) above mayits successor, at the discretion of the Company, be made by continuing participation of then Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive will forfeit any right to severance payments hereunder and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from will reimburse the Company an additional payment in for the full amount necessary so that he will have no additional cost for receiving of such items or any additional payment. In the circumstances described in each payments received by Executive within thirty (30) days of (i) through (iv) above, Section 12 hereof shall also continue to applyaccepting such employment.”
Appears in 1 contract
Termination by Executive for Good Reason. For purposes of this Section 7, termination for "good reason" shall include Executive's termination of his employment with the Company for one or for any reason during ----------------------------------------------------------------- more of the Change following reasons: (a) the reduction of Executive's title, authority, duties or responsibilities, or the assignment to Executive of duties inconsistent with Executive's position with the Company as set forth in Control Protection Period or Termination Section 2 hereof that remains uncured by the Company without ----------------------------------------------------------------------------- Cause within thirty (30) days of written notice from Executive to the Board, (b) any requirement that Executive report to any person other than the Board or Nonextension of the Term its successor that remains uncured by the Company within thirty (30) days of written notice from Executive to the Board; (c) a substantial reduction in the Base Salary or Discretionary Bonus opportunity of Executive that is materially adverse to Executive and that remains uncured by the Company within thirty (30) days of written notice from Executive to the Board; (d) the relocation of Executive's office to a location that is more than 50 miles from Los Angeles; (e) the Company's failure to pay Executive any compensation due hereunder that remains uncured by the Company within thirty (30) days of written notice from Executive to the Board; or (f) any other material breach by the Company of this Agreement that remains uncured by the Company within thirty (30) days of written notice from Executive to the Board. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Causefor good reason, or (iv) as defined herein, in addition to payment of Executive's employment with the Company terminates as a result accrued Base Salary, accrued vacation, reimbursable expenses and pro rata portion of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofDiscretionary Bonus, if any, Executive shall be entitled to receivepayment of: (A) in a lump sum within ten (10) business days after such termination (i) three the Severance Pay, as defined in Section 7.2.1 herein; (2) the Continuation Coverage, as defined in Section 7.2.2 herein; and (3) times Executive's Base Salary the Accelerated Vesting, as defined in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply7.2.3 herein.
Appears in 1 contract
Samples: Employment Agreement (Medical Resources Management Inc)
Termination by Executive for Good Reason. or (a) The Company may terminate this Agreement and Executive's employment for any reason during ----------------------------------------------------------------- other than Executive's total disability or death or an event or circumstance constituting Just Cause (as defined in Subsection 5.03 above), or for no reason (a "Termination without Just Cause"), at any time effective on thirty (30) days prior written notice to Executive specifying that such termination is a "Termination without Just Cause" and the Change effective date of such termination. The Executive may terminate this Agreement for Good Reason in Control Protection Period or the manner and on the terms and conditions set forth in Subsection 5.05 hereof. In the event of any Termination without Just Cause by the Company without ----------------------------------------------------------------------------- Cause pursuant to this Section 5.04, or Nonextension in the event of the Term by a Termination for Good Reason pursuant to Subsection 5.05 hereof, the Company. If 's sole liability to Executive shall be (i) outside to pay to Executive the installments of his then Annual Base Salary accrued hereunder but unpaid for services rendered by Executive up to the Change ------------------------------------------------ in Control Protection Periodeffective date of such termination, Executive terminates his employment hereunder for Good Reason during the Employment Termtogether with any accrued but unused vacation, (ii) a Change subject to the terms and conditions contained in Control occurs Paragraph 5.04(b) hereof, to pay to Executive the unpaid portion, if any, of any bonus that was previously awarded to him and during is unpaid at the Change in Control Protection Period Executive terminates his employment for any reasoneffective date of such termination of employment, (iii) to pay to Executive severance compensation in an amount equal to one and one-half (1 1/2) years' of the Executive's Annual Base Salary then in effect (the "Severance Compensation"), which shall be paid in thirty-six (36) equal twice-monthly installments over that one and one-half (1 1/2) year period (the "Severance Period"), commencing not later than on the next succeeding date, following the effective date of termination of Executive's employment with the Company is terminated by the Company without Cause, or (iv) Executive's employment with the Company terminates as a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofthis Subsection 5.04 or Subsection 5.05 (as the case may be), on which Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after would otherwise have received his twice-monthly installment of his Annual Base Salary had such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6not occurred, and (iv) any Base Salarythe continuation, Bonusfor a period of one (1) year following the termination of Executive's employment pursuant to this Subsection 5.04 or Subsection 5.05, vacation pay or other deferred compensation accrued or earned under law or in accordance with as the Company's policies but not yet paid at case may be (the date "Benefit Continuation Period"), of termination; (B) subject disability insurance for Executive and health and dental insurance for Executive and his dependents that are comparable to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as the disability insurance being provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of by the Company as shall be determined to Executive, and paid in accordance with such plansthe health and dental insurance that was being provided by the' Company to Executive and his dependents, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of on the Company, measured from day immediately prior to the date of termination of his employment and not credited either by the Company or Executive pursuant to this Subsection 5.04 at the sole expense of the Company, or, to the extent that Executive such continuation is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified not permitted or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years practicable under the Company's disability or health plans which cover the senior executives of and dental insurance plans, reimbursement by the Company or materially similar benefits. Payments under for such reasonable and comparable insurance coverage as Executive is able to obtain for the one (F1) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangementsyear Benefit Continuation Period, provided thatthat such reimbursement shall not exceed the amount which the Company was paying for such disability and health and dental insurance coverages on the day prior to such termination of employment. For ease of reference, the insurance benefits described above that Executive becomes entitled to receive during the Benefit Continuation Period pursuant to the extent Executive incurs tax that he would not have incurred as an active employee as a result provisions of the aforementioned coverage this Subsection 5.04 or the benefits provided thereunder, Executive provisions of Subsection 5.05 shall receive from sometimes be referred to as the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to apply"Post-Termination Insurance Benefits."
Appears in 1 contract
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination This Agreement may be terminated by Executive upon thirty (30) days' prior written notice to the Company without ----------------------------------------------------------------------------- Cause or Nonextension at any time within ninety (90) days after the occurrence of any of the Term following events, each of which shall constitute "Good Reason" for termination, unless otherwise agreed to in writing by Executive: (i) the Company and any subsidiaries sell, lease or otherwise transfer all or substantially all of their assets to an entity which has not either assumed the Company's obligations under this Agreement or entered into a new employment contract which is mutually satisfactory to Executive and such entity; (ii) a material diminution occurs in the duties or responsibilities of Executive (e.g., Executive is placed in a reporting relationship to anyone other than the Board) and such diminution is not cured within 15 days after written notice of the same is received by the Company. If ; (iiii) outside the Company's failure to pay compensation as required hereunder and such failure is not cured within 15 days after written notice of the Change ------------------------------------------------ in Control Protection Period, same is received by the Company; (iv) Executive terminates his employment hereunder for Good Reason during is removed from the Employment Term, position of President and Chief Executive Officer of the Company; (iiv) the principal executive offices of the Company are moved to a location more than fifty (50) miles from its current location; (vi) a liquidation or dissolution of the Company occurs; (vii) a Change in Control occurs and during as defined in the Executives Executive's Change in Control Protection Period Executive terminates his employment for any reason, (iii) Executive's employment Agreement with the Company is terminated by the Company without Cause, attached hereto as Exhibit A; or (ivviii) Executive's employment with the Company terminates as a result series of actions or failures to act by any executive officer or director of the Company giving notice that unreasonably interferes with or materially impairs either the Executive's performance of nonextension his duties hereunder or the Executive's ability to function as President and Chief Executive Officer of the Employment Term pursuant Company of which the Executive has provided written notice to Section 1 hereofthe Board or to the Nomination & Governance Committee of the Board; provided, Executive that Good Reason shall be entitled to receive: (A) in a lump sum not exist if, within ten (10) business 30 days after such termination (i) three (3) times Executive's Base Salary in effect notice is received by the Board, the Board or the Nomination & Governance Committee of the date of termination, (ii) three (3) times Board in good faith takes reasonable steps to cure the highest annual bonus paid effects or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6, and (iv) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, orresults of, if notpossible, in an actuarially equivalent lump sum such series of actions or failures to act and takes reasonable steps to prevent the further occurrence of such actions or failures to act (using such steps taken or to be taken by either the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage Board or the benefits provided thereunderNomination & Governance Committee, Executive as applicable, shall receive from hereinafter be referred to as "Board or Committee Actions"), unless the Company an additional payment in series of actions or failures to act continue or recur following the amount necessary so that he will have no additional cost for receiving such items Board or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applyCommittee Actions.
Appears in 1 contract
Termination by Executive for Good Reason. or for any reason during ----------------------------------------------------------------- the Change in Control Protection Period or Termination by The Executive may also resign Executive’s employment with the Company without ----------------------------------------------------------------------------- Cause or Nonextension of the Term by the Company. If (i) outside of the Change ------------------------------------------------ in Control Protection Period, Executive terminates his employment hereunder for Good Reason during the Employment Term, (ii) a Change in Control occurs and during the Change in Control Protection Period Executive terminates his employment at any time for any reason, including Good Reason. In the case of a resignation without Good Reason, the Executive shall provide written notice to the Board at least thirty (iii30) days prior to the date of termination. During any notice period provided by the Executive in connection with Executive's employment with ’s resignation, the Company is terminated by may, in its discretion, direct the Executive not to perform any work or report to the office for part or all of the notice period, although the Executive’s Base Salary and benefits shall continue during such notice period regardless. “Good Reason” means any one of the following events: (A) a material diminution in the Executive’s duties and responsibilities, or a change in the Executive’s position within the Company which constitutes a demotion, without Causethe Executive’s prior consent; (B) a reduction in the Executive’s Base Salary to an amount below the amount set forth in Section 1(A), except in circumstances when the Executive’s Base Salary is reduced in connection with a pay reduction plan generally applicable to the Company’s management and employees; or (ivC) a change in the principal workplace of the Executive to a location outside of an 30-xxxx xxxxxx xxxx Xxxxxxxxx, Xxxxxxxxxxxxx; provided, however, that none of the foregoing events shall constitute Good Reason unless and until the Executive provides the Board with at least thirty (30) days’ prior written notice of Executive's employment with ’s intent to resign for Good Reason (which notice is provided not later than thirty (30) days following the date upon which the Executive receives notice of the event constituting Good Reason), and the Company terminates as a result has not remedied the event allegedly constituting Good Reason within such 45 day period. iSpecimen Inc. Executive Employment Agreement – J. Xxxxxx In the event of any termination for Good Reason, the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereof, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times salary continuation payments for the aforementioned Salary Continuation Period, at the Executive's Base Salary in effect of the date of termination’s then current base salary rate, (ii) three (3) times the highest annual bonus paid or payable any Special Incentive and Target Bonus tied to Executive for any such Special Incentive earned but unpaid as of the previous three (3) completed fiscal years by the Company termination date, and its predecessors, (iii) COBRA benefits for the applicable statutory period, with the Company providing Executive with continuation coverage upon the same terms and conditions as if Executive were still an active employee of the Company. Such salary continuation payments shall be payable on a bi-weekly basis for the duration of the Salary Continuation Period and shall be subject to all applicable taxes. . Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any unreimbursed business expenses payable payments pursuant to this Section 6unless Executive has executed and delivered to the Company a general release with customary, industry-standard terms and conditions, that includes a re-affirmation of Executive’s non-competition covenant set forth in Exhibit D hereto, in favor of the Company in form and substance satisfactory to the Company (ivand such release is in full force and effect and has not been revoked), which release shall be in full force and effect (and no longer subject to revocation) any Base Salary, Bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance within sixty (60) calendar days after Executive’s separation from employment with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereof, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of event said sixty (i60) through (ivday period spans more than one calendar year, any payments made pursuant to this Section 5(D) above, Section 12 hereof shall also continue to applynot commence until the later calendar year.
Appears in 1 contract
Termination by Executive for Good Reason. At any time during the Term of this Agreement, Executive may terminate this Agreement for “Good Reason” (as defined in the Severance Plan and modified to include the following additional events: (a) Executive’s failure to be re-elected to the Board during the Term, (b) any diminution in Executive’s title or for reporting lines or material reduction in Executive’s authority or responsibilities, (c) failure of any reason during ----------------------------------------------------------------- the Change successor to assume this Agreement in Control Protection Period or Termination writing, and (d) a material breach of this Agreement by the Company without ----------------------------------------------------------------------------- Cause or Nonextension that remains uncured after expiration of the Term first ten (10) days of Executive’s required thirty (30)-day notice period have elapsed) by giving the CompanyBoard thirty (30) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. If (i) outside Upon the expiration of the Change ------------------------------------------------ thirty (30)-day notice period, such termination shall become effective, unless, to the extent applicable, the Company shall have previously cured within the time frame set forth above in Control Protection Period, Executive terminates his this Section 6.7. Upon a termination of Executive’s employment hereunder for Good Reason at any time other than during the Employment Term, six-month period preceding or the twenty-four (ii24) month period following the effective date of a Change in Control occurs (as defined in Section 7.1 below), Executive shall be entitled, and during his sole remedy under this Agreement shall be, to receive the Change in Control Protection Period Executive terminates same severance payments and benefits as he is entitled to receive following an involuntary termination of his employment for any reason, (iii) Executive's employment with the Company is terminated by the Company without Cause, as specified in Section 6.5 herein. Upon a termination for Good Reason during the six months preceding or the twenty-four (iv24) Executive's employment with months following the Company terminates as effective date of a result of the Company giving notice of nonextension of the Employment Term pursuant to Section 1 hereofChange in Control, Executive shall be entitled to receive: (A) in a lump sum within ten (10) business days after such termination (i) three (3) times Executive's Base Salary in effect of the date of termination, (ii) three (3) times the highest annual bonus paid or payable to Executive for any of the previous three (3) completed fiscal years by the Company and its predecessors, (iii) any unreimbursed business expenses payable pursuant to Section 6entitled, and (iv) any Base Salaryhis sole remedy under this Agreement shall be, Bonusto receive the payments and benefits set forth in Section 7.1 herein in lieu of those set forth in this Section 6.7. Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacity due to physical or mental illness. Executive’s continued employment shall not constitute consent to, vacation pay or other deferred compensation accrued or earned under law or in accordance a waiver of rights with the Company's policies but not yet paid at the date of termination; (B) subject to Section 4(b) hereof, accelerated full vesting under all outstanding equity-based and long-term incentive plans with Options remaining outstanding as provided under the applicable stock option plan and a pro rata payment under any long term incentive plans based on actual coverage under such plans payment being made at the time payments would normally be made under such plans; (C) subject to Section 10 hereofrespect to, any other amounts or benefits due Executive under the then applicable employee benefit plans of the Company as shall be determined and paid in accordance with such plans, policies and practices; (D) three (3) years of additional service and compensation credit (at his then compensation level) for pension purposes under any defined benefit type qualified or nonqualified pension plan or arrangement of the Company, measured from the date of termination of employment and not credited to the extent that Executive is otherwise entitled to such credit during such three (3) year period, which payments shall be made through and in accordance with the terms of the nonqualified defined benefit pension arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's defined benefit plan covering Executive); (E) three (3) years of the maximum Company contribution (assuming Executive deferred the maximum amount and continued to earn his then current salary) measured from the date of termination under any type of qualified or nonqualified 401(k) plan (payable at the end of each such year); and (F) payment by the Company of the premiums for the Executive (except in the case of death) and his spouse's and dependents' health coverage for three (3) years under the Company's health plans which cover the senior executives of the Company or materially similar benefits. Payments under (F) above may, at the discretion of the Company, be made by continuing participation of Executive in the plan as a terminee, by paying the applicable COBRA premium for Executive and his spouse and dependents, or by covering Executive and his spouse and dependents under substitute arrangements, provided that, to the extent Executive incurs tax that he would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, Executive shall receive from the Company an additional payment in the amount necessary so that he will have no additional cost for receiving such items or any additional payment. In the circumstances described in each of (i) through (iv) above, Section 12 hereof shall also continue to applycircumstance constituting Good Reason herein.
Appears in 1 contract
