Termination by the Company Other Than for Cause, Death or Disability. If the Executive’s employment is terminated by the Company other than for Cause, death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to: (i) a payment equal to eighteen (18) months Base Salary at the rate in effect immediately prior to the Termination Date (the “Severance Amount”); (ii) in the event such termination occurs on or after June 30th of a calendar year, a pro-rata bonus for the year of termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminated, based on the actual performance of the Company for the full year, multiplied by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 (the “Pro-Rata Bonus”); and (iii) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by the Executive during the year in which the Termination Date occurs, the Company shall reimburse the Executive, on a monthly basis, for the excess costs of continued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) month period following the Termination Date, or such earlier date on which COBRA coverage for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”). The Company’s obligations to pay the Severance Amount and the Pro-Rata Bonus and to provide Medical Benefit Continuation shall be conditioned upon (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 of this Agreement and (ii) Executive executing and delivering to the Company a general release in the form attached hereto as Exhibit C (the “Release”) and the Release becoming irrevocable within 60 days following the Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will be paid in equal installments over eighteen (18) months and commence to be paid on the first payroll date of the Company following the Release Effective Date; provided, that, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company’s senior executives. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.
Appears in 1 contract
Termination by the Company Other Than for Cause, Death or Disability. If the Executive’s employment is terminated by the Company other than for Cause, death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to: to (iA) a the payment of an amount equal to eighteen (18) months his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (the “Severance Amount”); (iiB) in the event such termination occurs on or after June 30th a prorated portion of a calendar year, a pro-rata bonus for the year of termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminatedactual Annual Bonus, based on determined in accordance with Section 2.1(b) and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual performance of the Company for the full yearAnnual Bonus, multiplied if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 ((A) and (B) collectively, the “Pro-Rata BonusSeverance Amount”); and (iii) . In addition, the Company shall, subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985Executive electing COBRA, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by provide the Executive during with continued medical and dental insurance coverage until the year in which earlier of the date that is six months immediately following the Termination Date occursand the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive, on a monthly basis, Executive for outplacement assistance during the excess costs of continued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) 6-month period following beginning on the Termination Date, or with any such earlier date on which COBRA coverage reimbursement to be consistent with Section 2.3 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”)exceed $15,000. The Company’s obligations to pay the Severance Amount Amount, pay premiums relating to Benefits Continuation and the Pro-Rata Bonus and to provide Medical Benefit Continuation outplacement assistance shall be conditioned upon upon: (i) the Executive’s continued compliance with the Executive’s his obligations under Section 4 of this Employment Agreement and (ii) Executive executing the Executive’s execution, delivery and delivering to the Company non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit C (A, within 45 days after the “Release”) and the Release becoming irrevocable within 60 days following the Executive’s Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will be paid in equal installments over eighteen (18) months and commence to be paid on the first payroll date of the Company following the Release Effective Date; provided, that, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company’s senior executives. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.
Appears in 1 contract
Termination by the Company Other Than for Cause, Death or Disability. If the Executive’s employment is not renewed or terminated by the Company other than for Cause, death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to: to (iA) a the payment of an amount equal to eighteen (18) months his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (the “Severance Amount”); (iiB) in the event such termination occurs on or after June 30th a prorated portion of a calendar year, a pro-rata bonus for the year of termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminatedactual Annual Bonus, based on determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual performance of the Company for the full yearAnnual Bonus, multiplied if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 ((A) and (B) collectively, the “Pro-Rata BonusSeverance Amount”); and (iii) . In addition, the Company shall, subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985Executive electing COBRA, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by provide the Executive during with continued medical and dental insurance coverage until the year in which earlier of the date that is six months immediately following the Termination Date occursor the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the Company’s cost (“Benefits Continuation”). The Company shall also reimburse the Executive, on a monthly basis, Executive for outplacement assistance during the excess costs of continued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) 6-month period following beginning on the Termination Date, or with any such earlier date on which COBRA coverage reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”)exceed $15,000. The Company’s obligations to pay the Severance Amount Amount, pay premiums relating to Benefits Continuation and the Pro-Rata Bonus and to provide Medical Benefit Continuation outplacement assistance shall be conditioned upon upon: (i) the Executive’s continued compliance with the Executive’s his obligations under Section 4 of this Employment Agreement and (ii) Executive executing the Executive’s execution, delivery and delivering to the Company non- revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit C (A, within 45 days after the “Release”) and the Release becoming irrevocable within 60 days following the Executive’s Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will be paid in equal installments over eighteen (18) months and commence to be paid on the first payroll date of the Company following the Release Effective Date; provided, that, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company’s senior executives. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.
Appears in 1 contract
Termination by the Company Other Than for Cause, Death or Disability. If your employment by the Executive’s employment Company is terminated by the Company other than for CauseCause (as defined below), death or Disabilitydisability, or if there is a Constructive Termination (as defined below), in addition either case on or before the six (6) month anniversary of your commencement of employment, and if you provide the Company with a signed general release of all claims in a form acceptable to the Accrued AmountsCompany, the Executive Company shall be entitled to: (i) provide you with continuation of your base salary after your termination date for a payment period of months equal to eighteen the difference between twelve (1812) months Base Salary and the number of whole months that you are employed, at the rate in effect immediately prior to your termination of employment, less applicable withholdings, payable in installments pursuant to the Termination Date Company’s normal and customary payroll procedures. In the event of your termination other than for Cause, death or disability or if there is a Constructive Termination, in either case after the six (the “Severance Amount”); 6) month anniversary of your commencement of employment, your severance shall be paid for a period of twelve (ii12) months. In addition, in the event such of your termination occurs on other than for Cause, death or disability or if there is a Constructive Termination, in either case after June 30th the six (6) month anniversary of a calendar yearyour commencement of employment, a pro-rata bonus for the year of termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminated, based on the actual performance vesting of the Option (and any other unvested Company compensatory equity awards that you then hold) shall accelerate on your termination date as if you had been employed for an additional twelve (12) months after your termination date. To the full year, multiplied by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 (the “Pro-Rata Bonus”); and (iii) subject to the timely election of extent you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid you will be entitled to reimbursement by the Executive during Company for your applicable premium payments until the year earlier of twelve (12) months or the expiration of the COBRA continuation period. You understand and agree that, other than as required under applicable law, you shall not be entitled to any other severance pay, severance benefits, or any other compensation or benefits other than as set forth in which this Section 11(a) in the Termination Date occursevent of such a termination. In the event that you have a legal right to pay in lieu of termination notice, or to severance pay, the Company shall reimburse the Executive, on a monthly basis, for the excess costs of continued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) month period following the Termination Date, or such earlier date on which COBRA coverage for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”). The Company’s obligations to severance pay the Severance Amount and the Pro-Rata Bonus and to provide Medical Benefit Continuation set forth herein shall be conditioned upon (i) reduced by the Executive’s continued compliance with the Executive’s obligations under Section 4 amount of this Agreement such legally required payments and (ii) Executive executing and delivering to the Company a general release in the form attached hereto as Exhibit C (the “Release”) and the Release becoming irrevocable within 60 days following the Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will any severance payments hereunder already made shall be paid in equal installments over eighteen (18) months and commence deemed to be paid on the first payroll date of the Company following the Release Effective Date; provided, that, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company’s senior executives. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms satisfaction of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive during the Medical Benefits Continuation period, but shall be legally required to pay for such policies only an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical planpayments.
Appears in 1 contract
Samples: Bakbone Software Inc
Termination by the Company Other Than for Cause, Death or Disability. If the Executive’s employment is terminated by the Company other than for Cause, death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to: to (iA) a the payment of an amount equal to eighteen (18) months one-half of his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 6-month period beginning on the first payroll date following the date on which the Release has become effective, (the “Severance Amount”); (iiB) in the event such termination occurs on or after June 30th of a calendar year, a pro-rata bonus for the year of termination, an amount equal to the Annual Bonus the Executive would have been entitled to receive had 50% of the Executive’s employment not been terminatedTarget Annual Bonus Opportunity, based payable on the actual performance first payroll date following the date on which the Release has become effective and (C) a prorated portion of the Company for Executive’s actual Annual Bonus, determined in accordance with Section 2.2 and payable at the full yearsame time as annual bonuses are paid to other senior executives of the Company, multiplied with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 ((A), (B) and (C) collectively, the “Pro-Rata BonusSeverance Amount”); and (iii) . In addition, the Company shall, subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985Executive electing COBRA, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by provide the Executive during with continued medical and dental insurance coverage until the year in which earlier of the date that is six months immediately following the Termination Date occursand the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive, on a monthly basis, Executive for outplacement assistance during the excess costs of continued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) 6-month period following beginning on the Termination Date, or with any such earlier date on which COBRA coverage reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”)exceed $15,000. The Company’s obligations to pay the Severance Amount Amount, pay premiums relating to Benefits Continuation and the Pro-Rata Bonus and to provide Medical Benefit Continuation outplacement assistance shall be conditioned upon upon: (i) the Executive’s continued compliance with the Executive’s his obligations under Section 4 of this Employment Agreement and (ii) Executive executing the Executive’s execution, delivery and delivering to the Company non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit C (A, within 45 days after the “Release”) and the Release becoming irrevocable within 60 days following the Executive’s Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will be paid in equal installments over eighteen (18) months and commence to be paid on the first payroll date of the Company following the Release Effective Date; provided, that, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company’s senior executives. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.
Appears in 1 contract
Termination by the Company Other Than for Cause, Death or Disability. If the Executive’s employment is terminated by the Company other than for Cause, death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to: to (iA) a the payment of an amount equal to eighteen (18) months his Base Salary at the rate in effect immediately prior to the Termination Date in equal installments on the Company’s regular payment dates occurring during the 12-month period beginning on the first payroll date following the date on which the Release has become effective, and (the “Severance Amount”); (iiB) in the event such termination occurs on or after June 30th a prorated portion of a calendar year, a pro-rata bonus for the year of termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminatedactual Annual Bonus, based on determined in accordance with Section 2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual performance of the Company for the full yearAnnual Bonus, multiplied if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 ((A) and (B) collectively, the “Pro-Rata BonusSeverance Amount”); and (iii) . In addition, the Company shall, subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985Executive electing COBRA, as amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by provide the Executive during with continued medical and dental insurance coverage until the year in which earlier of the date that is six months immediately following the Termination Date occursand the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (“Benefits Continuation”). The Company shall also reimburse the Executive, on a monthly basis, Executive for outplacement assistance during the excess costs of continued health benefits for himself and his covered dependents from the Termination Date through the end of the eighteen (18) 6-month period following beginning on the Termination Date, or with any such earlier date on which COBRA coverage reimbursement to be consistent with Section 2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”)exceed $15,000. The Company’s obligations to pay the Severance Amount Amount, pay premiums relating to Benefits Continuation and the Pro-Rata Bonus and to provide Medical Benefit Continuation outplacement assistance shall be conditioned upon upon: (i) the Executive’s continued compliance with the Executive’s his obligations under Section 4 of this Employment Agreement and (ii) Executive executing the Executive’s execution, delivery and delivering to the Company non-revocation of a valid and enforceable general release of claims (the “Release”) substantially in the form attached hereto as Exhibit C (A, within 45 days after the “Release”) and the Release becoming irrevocable within 60 days following the Executive’s Termination Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payments of the Severance Amount and the Medical Benefit Continuation will be paid in equal installments over eighteen (18) months and commence to be paid on the first payroll date of the Company following the Release Effective Date; provided, that, if the 60-day period referred to in the preceding sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided, further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company’s senior executives. If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall use reasonable efforts to obtain individual insurance policies providing medical benefits to the Executive during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plans; provided that, if such coverage cannot be obtained, the Company shall pay to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.
Appears in 1 contract
