Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 3 contracts
Samples: Severance and Non Competition Agreement (Broadwind Energy, Inc.), Severance and Non Competition Agreement (Broadwind Energy, Inc.), Severance and Non Competition Agreement (Broadwind Energy, Inc.)
Termination by the Company Without Cause. The Company shall have the rightmay, at any timetime and without prior written notice, to terminate the EmployeeExecutive’s employment without Cause. In the event that the Executive’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment is terminated without Cause, the Company’s obligation to Executive shall receive the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, Accrued Benefits and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt portion of the post-employment payments and benefits under this Section 2(b) Annual Bonus from a prior year (payable when other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementsenior executives receive their annual bonuses for such year, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than March 15 of the Company’s next regularly scheduled payroll date year following the effective date of terminationyear for which the Annual Bonus was earned). In addition, and the post-employment severance described in clause (ii) of the second sentence of this paragraph Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period, nine (9) months of base salary, paid in equal installments according to the Company’s normal regular payroll scheduleschedule over the nine (9) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, nine (9) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the first proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the Employee to be made on “COBRA” premium for Executive’s elected coverage as of the next scheduled payroll date that occurs after the 30th day Date of Termination for nine (9) months, payable in a lump sum within five (5) days following the effective date release of terminationclaims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, howeverthat if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that the first such installment shall be in an amount equal to all amounts that otherwise would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to normal payroll practices during the 30 days following the effective date of terminationthis Section 5(b). For the avoidance of doubt, no payment or benefit a Change in Control shall ever be due not, standing alone, make the Executive eligible for any severance benefits pursuant to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b5(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrarySection 5(c); rather, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company Agreement includes a “double-trigger” pursuant to which a termination without Cause or a succeeding entity without Cause upon or within one (1) year of resignation for Good Reason is a prerequisite for any such benefits following a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlControl.
Appears in 3 contracts
Samples: Employment Agreement (NOODLES & Co), Employment Agreement (NOODLES & Co), Employment Agreement (NOODLES & Co)
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with This Agreement may be terminated by the Company without Cause by giving upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to provided that the effective date of termination plus any accrued shall be a mutually-agreed date, but unpaid benefits to not earlier than the effective date 90th day following the Company's delivery of termination, and any unpaid bonus earned in accordance with such notice. In the then applicable bonus plan or program to the effective date event of termination; and (ii) if the Employee has been employed termination by the Company without Cause, (i) the Company shall, at the election of Employee, either (A) continue to pay Employee his then effective salary hereunder for a period of at least twelve eighteen (1218) months prior to months, following the effective date of termination of employment, including 100% of any bonus paid to Employee with respect to the calendar year immediately preceding termination, and continue for such period to provide other benefits as provided for hereunder on the same basis as in effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (and only determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such event)benefits cannot be provided to Employee under the terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, then severance in an amount or (B) pay Employee, (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the Employee’s then-current base salary cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for a period eighteen (18) months, including 100% of any bonus paid or payable to Employee with respect to the calendar year immediately preceding termination, and (2) the remaining fifty percent (50%) of the amount specified in the immediately preceding subsection (1) in six (6) months. The Employee’s rights equal monthly installments, with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between such installment payments beginning the Employee and month after the Company. As a condition to the Employee’s receipt month in which payment of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementlump sum occurs, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The outstanding stock options held by Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunderbecome fully vested and exercisable. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.d)
Appears in 3 contracts
Samples: Employment Agreement (Da Consulting Group Inc), Employment Agreement (Da Consulting Group Inc), Employment Agreement (Da Consulting Group Inc)
Termination by the Company Without Cause. The Board may in its sole discretion cause the Company shall have the right, at any time, to terminate the EmployeeExecutive’s employment with at any time during the Company Term without Cause by giving written notice to the Employee, which termination shall be effective thirty (30as defined below) calendar days from the date of such written notice. The Company may provide and upon thirty (30) days’ pay prior written notice to the Executive, with the Company’s only obligations being the payment of the Accrued Compensation and, subject to the conditions described in lieu of noticethis paragraph Section 7(d), the severance compensation specified in this Section 7(d). If (i) the Company terminates the EmployeeExecutive’s employment during the Term without Cause, or if the Company’s obligation to the Employee shall be limited solely to (iExecutive terminates his employment for Good Reason, as provided in Section 7(c) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of terminationabove, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) the Executive executes a general release in the form attached as Exhibit A hereto (and the Executive does not subsequently revoke such release) and (iii) the Executive continues to comply in all material respects with his obligations under Section 8 of this Agreement, then the Company shall (conditioned upon such timely execution, delivery and non-revocation of the foregoing release) pay the Executive (x) severance compensation (the “Severance Compensation”) equal to the Annual Base Salary otherwise due to the Executive for a period equal to the longer of: (A) the remaining period of the Initial Period or any Renewal Period (as applicable) then in effect; or (B) three (3) months,2 which Severance Compensation, if any, shall be paid commencing with the first regular payroll date following fifty-two (52) days after the Executive’s last day of employment and otherwise paid at the same times as payments would have been made if the Employee has been Executive had remained employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in through such event), then applicable severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of terminationperiod; provided, however, that the first such installment payment shall include all payments the Executive would have received prior to the expiration of such statutory revocation period had there been no termination of employment, and (y) a lump sum cash payment equal to six (6) times the “applicable percentage” of the monthly COBRA premium cost applicable to the Executive if the Executive (or his dependents) were to elect COBRA coverage in connection with such termination (the “COBRA Payment”), with such amount to be paid on the date that Severance Compensation payments commence. The payments in this Section 7(d) shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due subject to the Employee under clause (iiprovisions of Section 7(g) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlbelow.
Appears in 2 contracts
Samples: Employment Agreement (Enviro Technologies U.S., Inc.), Employment Agreement (Ecoark Holdings, Inc.)
Termination by the Company Without Cause. The Company shall have (Other Than Due to Disability or Death) or by the right, at any time, to terminate Employee for Good Reason. (i) If the Employee’s employment with the Company without Cause and its affiliates, as applicable, hereunder is terminated by giving written notice (A) the Company for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company and its affiliates in a form acceptable to the Company (“Release”), which termination shall be effective thirty on or prior to the sixtieth (3060th) calendar days from day following the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s termination of employment without Causeand his non-revocation of such Release within the time period provided therein, the Company’s obligation to Company shall pay the Employee shall be limited solely to (ix) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary Annual Bonus, if any, earned for a period the Bonus Year in which the date of six (6) months. The Employee’s rights with regard termination of employment occurs which bonus would otherwise be payable to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-if his employment payments and benefits under this Section 2(b) had not terminated (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day as determined following the effective date end of termination, deliver to such Bonus Year based on the Company an irrevocable general release of claims agreement in favor actual full-year performance of the Company and related entities and individuals in such form as may be prescribed Bonus Year), multiplied by a fraction, the Company. The amount described numerator of which is the number of days the Employee was employed hereunder in clause such year and the denominator of which is 365 (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but extent applicable, the “Pro-Rata Bonus”), which amount is payable in no event later than the Company’s next regularly scheduled payroll date following the effective date of terminationaccordance with Section 3(b), and the post-employment severance described in clause (iiy) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, paid pursuant to normal payroll or earned, but not yet paid, in respect of the Bonus Year immediately preceding the year of termination, which amount is payable in equal installments in accordance with the Company’s usual payment practices during over a twelve (12) month period commencing on the 30 days day immediately following the effective date of termination. For termination (such period, the avoidance “Severance Period”) and (z) an amount equal to one and a half (1.5) times the Company’s cost of doubtproviding, no payment or benefit shall ever be due to for 12 months, coverage for the Employee and his dependents under clause (iithe Company’s group health plan(s) at the applicable premium rate in effect at the time of the second sentence Employee’s termination of this paragraph unless employment, which amount is payable in equal installments in accordance with the Employee has delivered Company’s usual payment practices over the irrevocable general release of claims agreement described above on or before Severance Period. Notwithstanding the 30th day following foregoing, the effective date of termination. The Employee Company shall have no duty the right to mitigate damages under this Section 2(b) during the applicable severance period and, in the event cease making such payments and the Employee shall subsequently receive income from providing the Employee’s services be obligated to repay any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of amounts to the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply already paid if the Employee’s employment is terminated by Employee fails to execute and deliver the Company or a succeeding entity without Cause upon or Release within one (1) year of a Change of Control as described the time period provided above or, after timely delivery, the Employee revokes it within the time period specified in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlRelease.
Appears in 2 contracts
Samples: Employment Agreement (PGA Holdings, Inc.), Employment Agreement (PGA Holdings, Inc.)
Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company shall have the right, at any time, wishes to terminate the EmployeeEmployment Period and the Executive’s employment with hereunder (including by not extending the Company without Cause by giving written notice term of this Agreement pursuant to the EmployeeSection 1(c)), which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up the Company shall give notice (the “Termination Notice”) to the effective date of termination plus any accrued but unpaid benefits to the effective date of terminationExecutive stating such intention, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by Employment Period shall terminate on the Company date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of at least twelve twenty-four months (12such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Base Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) months (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the effective date year in which the Termination Notice is given but not greater than 25% of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6Base Salary) months. The Employee’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 the Employee and the Company. As a condition Executive and his eligible dependents shall continue to receive the Employee’s receipt of the post-employment payments and welfare benefits under this Section 2(b3(d) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than including any benefits under the Company’s next regularly scheduled payroll date following long-term disability and life insurance plans) of this Agreement as if the effective Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to (x) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of terminationhis termination of employment, and the post-employment severance described (y) any other rights, benefits or entitlements in clause (ii) of the second sentence of accordance with this paragraph shall be paid in installments according to the Company’s normal payroll scheduleAgreement or any applicable plan, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; providedpolicy, howeverprogram, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomearrangement of, or otherwiseother agreement with, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon any of its subsidiaries or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlaffiliates.
Appears in 2 contracts
Samples: Employment Agreement (Vector Group LTD), Employment Agreement (Vector Group LTD)
Termination by the Company Without Cause. The If the Triggering Event was a Termination by the Company Without Cause, Employee shall have be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the rightdate thereof plus, at any timein the discretion of the Company's Compensation Committee, to terminate the 2016 and 2017 Maximum Option Bonus, payable in accordance with the Company's normal payroll practices, and for the six (6) month period following the date of termination of Employee’s 's employment with the Company without Cause by giving written notice (the "Severance Period"), an amount per month equal to the one-twelfth (1/12) of Employee, which termination shall be effective thirty (30) calendar days from 's Annual Base Compensation on the date of such written notice. The Company may provide thirty termination in installments consistent with the Company's normal payroll practices, commencing with the first regular payroll payment date following the termination of the Employment Period (30collectively, the "Severance Benefits"), and to continue to participate in the Company's health, insurance and disability plans and programs for the six (6) days’ pay in lieu month period following the date of notice. If termination of Employee's employment with the Company terminates (the Employee’s employment without Cause, the Company’s obligation to the "Severance Period"); provided that Employee shall be limited solely entitled to receive such Severance Benefits during the Severance Period if (i) unpaid base salary accrued up Employee has executed and delivered to the Company an effective date of and irrevocable General Release substantially in form and substance as set forth in Exhibit B to this Agreement within fifty (50) days after his termination plus any accrued but unpaid benefits to the effective date of terminationdate, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) Employee has not breached any of his covenants to the Company set forth in this Agreement. To the extent any payments under this Sec. 5.2(c) are treated as non-qualified deferred compensation subject to Sec. 409A, if the Employee has been employed by fifty (50) calendar day period from Employee's termination date through the Company for a expiration of any applicable revocation period of at least twelve (12) months prior with respect to the effective date of termination (General Release begins in one taxable year and only ends in such event)the following taxable year, then severance in an amount equal to payments shall not commence being paid or be paid until the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) beginning of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controltaxable year.
Appears in 2 contracts
Samples: Employment Agreement (Dyadic International Inc), Employment Agreement (Dyadic International Inc)
Termination by the Company Without Cause. The Company shall have the rightmay, at any timetime and without prior written notice, to terminate the EmployeeExecutive without Cause. In the event that the Executive’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment is terminated without Cause, the Company’s obligation to Executive shall receive the Employee Accrued Benefits. In addition, the Executive shall be limited solely entitled to receive from the Company the following: (i) unpaid base salary accrued up severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the effective date Company’s regular payroll schedule over the twenty-four (24) months following the Date of termination plus any accrued but unpaid benefits to Termination (the effective date of termination“Post-Termination Period”), and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if any earned and unpaid Annual Bonus for the Employee has been employed by the Company for a period of at least twelve (12) months year prior to the effective date year of termination (and only to be paid in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee same time and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such same form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall Annual Bonus otherwise would be paid to the Employee as soon as reasonably practicable (but in no event later than 75 days after the end of the Company’s next regularly scheduled payroll date fiscal year to which such bonus relates), (iii) a pro-rata amount of the Annual Bonus that the Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates), (iv) subject to the Executive’s timely election under COBRA, continuation of health insurance benefits for twenty four (24) months following the effective date Date of terminationTermination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph which benefits shall be paid in installments according for by the Company to the Companysame extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s normal payroll schedulePerformance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the first payment terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the Employee number of Selling Restricted Shares with respect to be made on which the next scheduled payroll date that occurs after selling restrictions would have lapsed through the 30th day Date of Termination and for an additional thirty six (36) month period following the effective date Date of terminationTermination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the first Company’s repurchase rights with respect to such installment unvested Selling Restricted Shares shall not be exercisable until the third anniversary of the Date of Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in an amount equal the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (iiunless the amounts owed are subject to a good faith dispute) of to the second sentence fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomeAgreement, or otherwiseexcept as required by law, 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 2(b) shall not apply if the Employee’s employment is terminated all benefits provided by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of to the Executive under this Agreement or otherwise shall controlcease as of the Date of Termination.
Appears in 2 contracts
Samples: Employment Agreement (Restoration Hardware Holdings Inc), Inventions Agreement (Restoration Hardware Holdings Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with This Agreement may be ---------------------------------------- terminated by the Company without Cause by giving upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to provided that the effective date of termination plus any accrued shall be a mutually-agreed date, but unpaid benefits to not earlier than the effective date 90th day following the Company's delivery of termination, and any unpaid bonus earned in accordance with such notice. In the then applicable bonus plan or program to the effective date event of termination; and (ii) if the Employee has been employed termination by the Company without Cause, (i) the Company shall, at the election of Employee, either (A) continue to pay Employee her then effective salary hereunder for a period of at least twelve (12) months prior to months, following the effective date of termination (and only in such event)of employment, then severance in an amount equal including 50% of any bonus paid to Employee with respect to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementcalendar year immediately preceding termination, and must, continue for such period to provide other benefits as provided for hereunder on or the same basis as in effect before the 30th day following the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under the terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) pay Employee, (1) within fifteen (15) days of termination, deliver a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for twelve (12) months, including 50% of any bonus paid or payable to Employee with respect to the Company an irrevocable general release of claims agreement in favor of calendar year immediately preceding termination, and (2) the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause remaining fifty percent (i50%) of the second sentence amount specified in the immediately preceding subsection (1) in three (3) equal monthly installments, with such installment payments beginning the month after the month in which payment of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of terminationlump sum occurs, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The outstanding stock options held by Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlbecome fully vested and exercisable.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company shall have the right, Employment Period may be terminated at any time, to terminate the Employee’s employment with time by the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of noticeCause. If the Company terminates the Employee’s employment Employment Period without Cause, the Company’s Company shall have no obligation to the Employee shall be limited solely to Executive other than (i) unpaid a continuation of his base salary accrued up (at a rate equal to 100% of the effective date rate in effect at the time of termination plus any accrued but unpaid benefits to such termination) for a period of two years following the effective date of termination, and any unpaid bonus earned payable in accordance with the then applicable bonus plan or program to the effective date third sentence of termination; and Section 2.1, (ii) any unpaid Installment Payments, if any, that the Employee has Executive would have been entitled to receive pursuant to Section 2.9 above had he remained employed by the Company for a period of at least twelve (12) months prior to two years following the effective date of termination of employment, (iii) the amounts held in the "bank" under the Incentive Plan, if any, shall be paid as soon as practicable following the date of termination and only in the pro rata portion of the bonus the Executive would have earned for the year of termination under the Incentive Plan shall be paid at such event)time as payments are made under the Incentive Plan generally, then severance in an amount equal if any, and (iv) the Executive shall be eligible to the Employee’s then-current base salary continue to participate for a period of six one year following the date of termination on the same terms and conditions as in effect prior to such termination in all health, medical, dental and other welfare plans (6"Welfare Plans") months. The Employee’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 the Employee and the Company. As a condition provided to the Employee’s receipt Executive pursuant to Section 2.2 at the time of such termination and which are provided by the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day Company to its employees following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that such salary and benefit continuation and obligations to make the first Installment Payments and the payments under the Incentive Plan shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the covenants contained in Section 6 below; provided further, however, that the Executive's eligibility to participate in the Welfare Plans shall cease at such installment time as the Executive is offered comparable coverage with a subsequent employer. If the Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall be provide the Executive with benefits that are reasonably equivalent in an amount equal the aggregate to all amounts that otherwise those which the Executive would have received under such plan had he been paid pursuant eligible to normal payroll practices during the 30 days following the effective date of terminationparticipate therein. For the avoidance of doubt, no payment or benefit shall ever be due Anything to the Employee under clause (ii) of contrary herein notwithstanding, the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee Company shall have no duty obligation to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services continue to maintain any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations Welfare Plan solely as a result of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 provisions of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Samples: Employment Agreement (Synetic Inc)
Termination by the Company Without Cause. The If, during the Term, the Company shall have the right, at any time, to terminate the terminates Employee’s employment with other than for Cause or the Company without Cause by giving written notice occurrence of Employee’s death or Disability, Employee shall be entitled to continue to receive (i) any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such termination, to the extent earned, pro-rated (based on a percentage defined by a fraction, the numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s annual audited financial statements in respect of such fiscal year, and (iii) an amount equal to (I) the lesser of (A) Employee, which termination shall be effective thirty (30) calendar days ’s Base Salary that would have been paid from the date of effectiveness of such written notice. The Company may provide thirty termination through the end of the Term and (30B) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, Base Salary in effect as of the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date effectiveness of such termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (iiII) if the Employee has been employed by the Company for a period of greater, at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The months of Employee’s rights with regard Base Salary in effect as of the date of effectiveness of such termination (in the case of clause (iii), Employee’s Base Salary will be paid in periodic payments which correspond to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to ’s regular payroll periods) (the period during which Employee’s receipt of the post-employment payments and benefits under Base Salary will continue as provided in this Section 2(b) Clause (other than the payments described in clause (i) of the second sentence of this paragraphiii), the “Post Employment Payment Period”); provided that any payments set out in clauses (i), (ii) and (iii) shall only be made so long as Employee must is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in compliance with Section 1 a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, and must, on Employee shall not be entitled to a Bonus or before the 30th day any payments of Base Salary relating to periods of time following the effective date of termination, deliver to the Company an irrevocable general release termination of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the CompanyEmployee’s employment under this Section 6(c) or otherwise. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee Company shall have no duty further obligations to mitigate damages Employee under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunderAgreement. Notwithstanding anything herein any other provision in this Agreement to the contrary, this Section 2(b) shall not apply if by notice to Employee during the Post-Employment Payment Period, the Company may elect to continue to pay Employee’s Base Salary for any additional period ending no later than the second anniversary of the effectiveness of termination of Employee’s employment is terminated hereunder by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control“Continuing Payment Period”).
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with This Agreement may be terminated by the Company without Cause by giving upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to provided that the effective date of termination plus any accrued shall be a mutually-agreed date, but unpaid benefits to not earlier than the effective date 90th day following the Company's delivery of termination, and any unpaid bonus earned in accordance with such notice. In the then applicable bonus plan or program to the effective date event of termination; and (ii) if the Employee has been employed termination by the Company without Cause, (i) the Company shall, at the election of Employee, either (A) continue to pay Employee her then effective salary hereunder for a period of at least twelve (12) months prior to months, following the effective date of termination (and only in such event)of employment, then severance in an amount equal including 50% of any bonus paid to Employee with respect to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementcalendar year immediately preceding termination, and must, continue for such period to provide other benefits as provided for hereunder on or the same basis as in effect before the 30th day following the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under the terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) pay Employee, (1) within fifteen (15) days of termination, deliver a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for twelve (12) months, including 50% of any bonus paid or payable to Employee with respect to the Company an irrevocable general release of claims agreement in favor of calendar year immediately preceding termination, and (2) the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause remaining fifty percent (i50%) of the second sentence amount specified in the immediately preceding subsection (1) in three (3) equal monthly installments, with such installment payments beginning the month after the month in which payment of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of terminationlump sum occurs, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The outstanding stock options held by Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunderbecome fully vested and exercisable. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.d)
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the rightmay, at any timetime and without prior written notice, to terminate the EmployeeExecutive’s employment without Cause. In the event that the Executive’s employment with the Company is terminated without Cause by giving written notice to during the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without CauseEmployment Period, the Company’s obligation to Executive shall receive the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, Accrued Benefits and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt portion of the post-employment payments and benefits under this Section 2(b) Annual Bonus from a prior year (payable when other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementsenior executives receive their annual bonuses for such year, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than March 15 of the Company’s next regularly scheduled payroll date year following the effective date of terminationyear for which the Annual Bonus was earned). In addition, and the post-employment severance described in clause (ii) of the second sentence of this paragraph Executive shall be entitled to receive from the Company the following: (i) severance payments totaling (A) if the termination does not occur during the CIC Protection Period (as defined below), eighteen (18) months of base salary, paid in equal installments according to the Company’s normal regular payroll scheduleschedule over the eighteen (18) months following the Date of Termination (the “Severance Period”), or (B) if the termination occurs during the CIC Protection Period, twenty-four (24) months of base salary, paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable, (ii) (A) if the termination does not occur during the CIC Protection Period, a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on the number of full months employed in such fiscal year and actual performance for such year, paid when other senior executives receive their annual bonuses for such year (and in no event later than March 15 of the year following the year in which the Date of Termination occurs), or (B) if the termination occurs during the CIC Protection Period, a pro rata Target Bonus (with the first proration determined in the same manner as in clause (ii)(A)), paid in a lump sum within five (5) days following the release of claims specified in Exhibit A becoming irrevocable; and (iii) a cash payment equal to the Employee to be made on “COBRA” premium for Executive’s elected coverage as of the next scheduled payroll date that occurs after the 30th day Date of Termination for eighteen (18) months, payable in a lump sum within five (5) days following the effective date release of terminationclaims specified in Exhibit A becoming irrevocable. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s continued compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, howeverthat if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that the first such installment shall be in an amount equal to all amounts that otherwise would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the Executive under this Agreement or otherwise shall cease as of the Date of Termination in the event of a termination pursuant to normal payroll practices during the 30 days following the effective date of terminationthis Section 5(b). For the avoidance of doubt, no payment or benefit a Change in Control shall ever be due not, standing alone, make the Executive eligible for any severance benefits pursuant to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b5(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrarySection 5(c); rather, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company Agreement includes a “double-trigger” pursuant to which a termination without Cause or a succeeding entity without Cause upon or within one (1) year of resignation for Good Reason is a prerequisite for any such benefits following a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlControl.
Appears in 1 contract
Samples: Employment Agreement (NOODLES & Co)
Termination by the Company Without Cause. The Company shall have the right, at any time, right to terminate the EmployeeExecutive’s employment with the Company hereunder “without Cause cause” by giving Executive written notice to the Employee, which that effect. Any such termination of employment shall be effective thirty (30) calendar days from on the date specified in such notice. In the event of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If termination, the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) pay Executive his unpaid base salary accrued up to Base Salary through the effective date of termination plus and any accrued but business expenses remaining unpaid benefits to on the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program termination for which Executive is entitled to the effective date be reimbursed under Section 5 of terminationthis Agreement; and (ii) if pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the Employee has been employed by period commencing on the Company for a period of at least twelve (12) months prior to date following the effective date of termination (and only in such event), then severance in an amount equal to ending on the Employee’s then-current base salary for a period of date which is six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) cause to become vested a pro-rata portion of the awards granted to Executive under Section 4.5, equal to the quotient of (i) the number of full months that have transpired between the Effective Date and the date of termination, divided by (ii) 36; provided, however, that without limiting any other remedy available hereunder, all obligations described in this Section 8.1 shall immediately terminate upon a judge’s determination that Executive has breached the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date provisions of terminationSection 6 or 7 hereof. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence Notwithstanding any other provision of this paragraph unless the Employee has delivered the irrevocable general release Agreement, for a cessation of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case8.1 that occurs during the 2009 calendar year, the reference in Section 3 of this Agreement shall control8.1(ii) to “six (6) months” will be replaced with a reference to “three (3) months.”
Appears in 1 contract
Samples: Employment Agreement (Igi Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time, right to terminate the EmployeeExecutive’s employment with the Company without Cause by giving Executive not less than sixty (60) days’ prior written notice and in such event, the Company shall pay Executive (i) any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination and (ii) subject to the provisions of Sections 14 and 26 below, an amount equal to Executive’s Base Salary (as determined on the date of termination) that would be payable for the remaining months in the Employment Period to be paid pursuant to the Company’s standard payroll practices over the remaining term of the Employment Period, less applicable taxes and deductions. In addition, in the event that this Agreement is terminated pursuant to the provisions of this Section 5(b), then the Company, in its sole discretion, shall either elect (x) by providing written notice to Executive within ten (10) business days of the Employee, last day of the calendar month in which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of such termination plus occurs, that the provisions of Section 8(a) (other than the provisions of Section 8(a)(i)(B) relating to competing for or soliciting Business from any accrued but unpaid benefits customer of the Company, the DMV Portfolio or the TCV Entities and Section 8(a)(i)(C) relating to the use of Confidential Information of the Company, the DMV Portfolio or the TCV Entities) shall expire on the effective date of terminationsuch termination pursuant to this Section 5(b); or (y) subject to the provisions of Sections 14 and 26 below, and any unpaid bonus earned within ten (10) business days of the last day of the calendar month in accordance with the then applicable bonus plan or program to which the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of such termination (and only in such event)occurs, then severance in pay Executive an amount equal to the Employee’s then-current base salary for a period of six Severance Amount (6) monthsas defined in Exhibit F). The EmployeeCompany acknowledges Executive’s rights with regard preference to equity incentive awards, including stock options be paid the Severance Amount. The disposition of any PBRSUs and restricted stock units, TBRSUs awarded to Executive prior to the date of termination shall be governed by separate applicable agreements entered into between as set forth on Exhibit D. For purposes of Section 5(b) and 5(f) only, a “customer” shall mean any person or entity that is or was at any time during the Employee and Employment Period a current, past, prospective or targeted customer of the Company, the DMV Portfolio or the TCV Entities; provided, that a customer shall not include any natural person or any person or entity that placed or contemplated placing a classified advertisement with the Company, the DMV Portfolio or the TCV Entities. As a condition to the Employee’s receipt Within fifteen (15) business days of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) last day of the second sentence of this paragraph)calendar month in which the termination occurs, the Employee must be in compliance with Section 1 Company shall deliver to Executive a list of this Agreement, and must, on or before the 30th day following all such customers as of the effective date of termination, deliver to the Company an irrevocable general release termination of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by Executive’s employment with the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, Employment Period ---------------------------------------- may be terminated at any time, to terminate the Employee’s employment with time by the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of noticeCause. If the Company terminates the Employee’s employment Employment Period without Cause, the Company’s Company shall have the following obligations to Executive (but excluding any other obligation to the Employee shall be limited solely Executive pursuant to this Agreement): (i) unpaid a continuation of his base salary accrued up to (at the effective rate in effect at the time of such termination) for a period (the "Severance Period") commencing on the date of termination plus any accrued but unpaid benefits to and ending on the effective later of (x) the second anniversary of the date of terminationtermination and (y) the fifth anniversary of the Effective Time (or such later date to which the Employment Period had been extended), and any unpaid bonus earned payable in accordance with the then applicable bonus plan or program to the effective date third sentence of termination; and Section 2.1, (ii) if Executive shall be eligible to continue to participate during the Employee has been employed Severance Period on the same terms and conditions that would have applied had he remained in the employ of the Company during the Severance Period in all health, medical, dental and other welfare plans provided to Executive pursuant to Section 2.2 at the time of such termination and which are provided by the Company for a period of at least twelve (12) months prior to its employees following the effective date of termination ("Welfare Plans") and only in such event), then severance in an amount equal to (iii) the Employee’s then-current base salary for a period of six (6) months. The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, New Option shall be governed by separate applicable agreements entered into between the Employee fully vested and the Company. As a condition to the Employee’s receipt exercisable as of the post-employment payments and benefits under this Section 2(b) (other than date on which the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this AgreementEmployment Period terminates, and must, on or before shall remain exercisable as if Executive remained in the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor employ of the Company and related entities and individuals in such form as may be prescribed by during the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of terminationSeverance Period; provided, however, that the first continuation of such installment salary, welfare benefits and New Option exercisability shall be end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the covenants contained in an amount equal Section 6 below; provided further, however, that Executive's eligibility to all amounts participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that otherwise are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been paid pursuant eligible to normal payroll practices during the 30 days following the effective date of terminationparticipate therein. For the avoidance of doubt, no payment or benefit shall ever be due Anything to the Employee under clause (ii) of contrary herein notwithstanding in Section 5.2 or this Section 5.3, the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee Company shall have no duty obligation to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services continue to maintain any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations Welfare Plan solely as a result of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 provisions of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company or an affiliate or subsidiary thereof for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Samples: Severance and Non Competition Agreement (Broadwind Energy, Inc.)
Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company shall have the right, at any time, wishes to terminate the EmployeeEmployment Period and the Executive’s employment with hereunder (including by not extending the Company without Cause by giving written notice term of this Agreement pursuant to the EmployeeSection 1(c)), which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up the Company shall give notice (the “Termination Notice”) to the effective date of termination plus any accrued but unpaid benefits to the effective date of terminationExecutive stating such intention, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by Employment Period shall terminate on the Company date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of at least twelve 18 months (12such period, the “Severance Period”). During the Severance Period, the Executive shall (1) months continue to receive the Base Salary under Section 3(a)(i) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to an annual cash bonus pursuant to Section 3(b) (which annual cash bonus shall be the bonus (including any retention amounts) paid the Executive for the performance period immediately prior to the effective date year in which the Termination Notice is given and paid on the last day of termination each calendar year during the Severance Period) and (3) the Executive and only in such event), then severance in an amount equal his eligible dependents shall continue to receive the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and welfare benefits under this Section 2(b3(d) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than including any benefits under the Company’s next regularly scheduled payroll date following long-term disability and life insurance plans) of this Agreement as if the effective Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to (x) accelerated vesting upon the Termination Date of all outstanding equity awards, with all outstanding stock options or stock appreciation rights granted to the Executive remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of terminationhis termination of employment and (z) any other rights, and the post-employment severance described benefits or entitlements in clause (ii) of the second sentence of accordance with this paragraph shall be paid in installments according to the Company’s normal payroll scheduleAgreement or any applicable plan, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; providedpolicy, howeverprogram, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomearrangement of, or otherwiseother agreement with, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon any of its subsidiaries or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlaffiliates.
Appears in 1 contract
Samples: Employment Agreement (Ladenburg Thalmann Financial Services Inc.)
Termination by the Company Without Cause. 11.3 The Company shall have the right, at any time, to may terminate the Employee’s employment with the Company Employment without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such you 30 days’ advance written notice. The Company may provide thirty (30) days’ pay in lieu Upon such termination of notice. If Employment, the Company terminates shall pay you the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to aggregate of (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; Accrued Benefits and (ii) if the Employee has been employed Cessation Compensation in cash in accordance with Clause 11.7 and (iii) you shall be entitled to the benefits provided for in Clause 11.12 provided that should the termination of Employment take place as a result of a Change of Control which is not excluded by the proviso in Clause 11.6 sub-Clause (iv), the Company shall multiply the Cessation Compensation by a factor of 1.66 if such termination takes place prior to 31 July 2004 and by a factor of 1.33 if such termination takes place prior to 31 July 2005 and thereafter by a factor of 1. In addition, the Company shall maintain in full force and effect, for the continued benefit of you, your spouse and your children for a period of at least twelve (12) months one year following the date of termination the medical, hospitalisation, dental, and life insurance schemes in which you, your spouse and your children were participating immediately prior to the effective date of termination at the level in effect and upon substantially the same terms and conditions (and only in including without limitation contributions required by you for such event), then severance in an amount equal benefits) as existed immediately prior to the Employee’s then-current base salary Back to Contents date of termination. If you, your spouse or your children cannot continue to participate in the Company schemes providing such benefits, the Company shall arrange, at its discretion, either to provide you, your spouse and your children with the cash equivalent of such benefits which they otherwise would have been entitled to receive under such schemes or to pay the premiums to enable continued participation in equivalent schemes for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day one year following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty Company’s obligation to mitigate damages provide continuing arrangements in relation to medical, hospitalisation, dental and life assurance schemes under this Section 2(b) during Clause 11.3 shall terminate on the applicable severance date or dates you receive equivalent cover and benefits, without waiting period andor pre-existing condition limitations under the schemes of a subsequent employer (such cover and benefits to be determined on a cover by cover and benefit by benefit basis). If you obtain cover or benefits relating to medical, in hospitalisation, dental and life insurance schemes from a subsequent employer which are less generous than those provided to you by the event the Employee Company, you shall subsequently receive income be entitled from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein only to the contrarydifference between the cover or benefits you obtain from a subsequent employer and those to which you would have been entitled hereunder had no subsequent employer provided cover or benefits. You will use all reasonable endeavours to obtain equivalent cover and benefits from a subsequent employer. Once equivalent cover and benefits have been obtained from such subsequent employer, this Section 2(b) the Company’s obligations to provide such cover and benefits for such one year period shall not apply if cease absolutely. For the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 purpose of this AgreementClause 11.3, the reference to children means children up to the age of 21 or, if older and if they are in full time education, until they finish their education. In such case, Section 3 Termination through loss of this Agreement shall control.directorship
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any timetime during the Term, to terminate the EmployeeExecutive’s employment with the Company without Cause by giving written notice to the EmployeeExecutive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ days pay in lieu of notice. If the Company terminates the EmployeeExecutive’s employment without Cause, the Company’s obligation to the Employee Executive shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if , provided that the Employee has been 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 Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company for a period during the year in which the termination occurs and the denominator of at least twelve which is 365; (12ii) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the EmployeeExecutive’s then-current base salary Base Salary for a period of six eighteen (618) 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. The EmployeeExecutive’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 the Employee Executive and the Company. As a condition to the Employee’s her receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph6(b), the Employee Executive must be in compliance with Section 1 5 of this Agreement, and mustmust execute, on or before the 30th day following the effective date of terminationreturn, deliver to the Company an irrevocable not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals individuals, within the timeframe and in such a form as may to be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to within ninety (90) calendar days after the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of terminationExecutive’s termination of employment, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to the Employee Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the 30th day following the effective date of termination; providedExecutive’s termination of employment, howeverprovided that, that in each case, the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during Company has received the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable signed general release of claims agreement described above on or before and Executive has not rescinded such agreement within the 30th day following the effective date of terminationrescission period set forth in such agreement. The Employee Executive shall have no duty to mitigate damages under this Section 2(b6(b) during the applicable severance period and, in the event the Employee Executive shall subsequently receive income from providing the EmployeeExecutive’s services to any person or entity, including self-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 2(b6(b) shall not apply if the EmployeeExecutive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control at any time during the Term as described in Section 3 of this Agreement7 hereof. In such case, Section 3 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the EmployeeExecutive’s employment with the Company may be terminated at any time by the Company without Cause by giving upon prior written notice notice. Subject to the EmployeeExecutive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, which termination shall be effective thirty an amount equal to two times the Executive’s annual Base Salary (30) calendar days from as in effect as of the date of such written notice. The Company may provide thirty (30termination) days’ pay payable in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned approximately equal installments in accordance with the then applicable bonus plan or program to Company’s regular payroll practices (but off employee payroll) during the effective date of termination; and (ii) if the Employee has been employed by the Company for a 12 month period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the CompanyExecutive’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) for up to 18 months, a monthly amount equal to the employer portion of the applicable COBRA premium for the level of coverage that the Executive has as of the date of termination (i.e., single, single plus one, or family) under the Company’s group health plan as in effect from time to time, which payment shall be paid in advance on the first payroll date of each month, commencing with the month immediately following the Executive’s date of termination; provided, that any payments payable to the Executive during the first fifty-nine (59) days following the date of termination shall not be paid on the otherwise scheduled payment date but shall instead accumulate and be paid on the first payroll date coincident with or next following the sixtieth (60th) day following the date of termination (or the first business day thereafter); provided, further, that in the event that the Executive obtains other employment that offers group health benefits, payments by the Company shall immediately cease; and provided, further, that if the Company’s making payments under this Section 4.4(v) would violate the nondiscrimination rules applicable to non-grandfathered plans, or result in the imposition of penalties, under the Patient Protection and Affordable Care Act of 2010 (“PPACA”) and related regulations and guidance promulgated thereunder, the parties agree to reform this Section in such manner as is necessary to comply with the PPACA; and (vi) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 12 month period commencing on the date of termination shall vest and become exercisable. During the period for which the Executive is receiving payments pursuant to Section 4.4(v), subject to the Executive’s timely election of COBRA continuation coverage, remaining eligible for COBRA continuation coverage and continued payment of COBRA premiums, the Company will make available to the Executive and the Executive’s eligible dependents, at the Executive’s cost (in an amount equal to all amounts the COBRA premium cost therefor), coverage under the Company’s group health plan (which shall be concurrent with any health care continuation benefits to which the Executive or his eligible dependents are entitled under COBRA). In the event that otherwise would have been paid pursuant the Executive is eligible to normal payroll practices during receive the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under severance benefits provided for by this Section 2(b) during 4.4, the applicable Executive shall not be eligible to receive severance period andbenefits under any other Company plan, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomepolicy, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlagreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide ---------------------------------------- terminate the Employment Period upon thirty (30) days’ pay ' prior written notice to Executive for any reason other than the reasons specified in lieu Sections 8.2, 8.3 and 8.4. Upon termination of notice. If the Employment Period pursuant to this Section 8.1, neither the Company terminates on the Employee’s employment without Causeone hand, nor Executive, on the Company’s obligation other hand, will have any liability or obligations to the Employee other in respect of this Agreement, except that (A) for the one-year period following the date of such notice, Executive shall be limited solely entitled to continue to (i) unpaid base salary accrued up to receive the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned Base Salary then in accordance with the then applicable bonus plan or program to the effective date of termination; effect and (ii) if to the Employee has been employed extent permitted by such plans, participate in the employee benefit plans maintained by the Company for a period in which Executive participated as of at least twelve (12) months prior the date or such notice, or, to the effective extent not permitted by such plans, receive equivalent benefits or cash payments on an individual basis, (B) in addition to options or shares that are vested through the date of termination of the Employment Period, all of the remaining unvested options or shares as of the date of termination of the Employment Period (and only in such event)number of options or shares hereinafter referred to as the Severance Shares") shall immediately vest, then severance in an amount equal ---------------- notwithstanding anything to the Employee’s then-current base salary for a period of six contrary in any other agreement between Executive and the Company and (6C) monthsExecutive shall continue to be entitled to the Guarantee Payment set forth in Section 4.4. The Employee’s rights with regard Executive agrees that the right to equity incentive awards, including stock options and restricted stock units, receive the benefits described in this Section 8.1 shall be governed full and adequate compensation to Executive for all damages Executive may suffer as a result of termination of his employment by separate applicable agreements entered into between the Employee and Company pursuant to this Section 8.1. Notwithstanding anything contained herein to the contrary: (A) the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits 's obligations under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must 8.1 shall be in compliance with Section 1 of this Agreement, subject to Executive having executed and must, on or before the 30th day following the effective date of termination, deliver delivered an instrument to the Company an irrevocable general release of claims agreement in favor of irrevocably waiving and releasing the Company from any and related entities all obligations or liabilities to Executive arising from or in connection with Executive's employment with the Company or the termination and individuals in such form as claims Executive may be prescribed by have under federal, state or local statutes, regulations or ordinances or under any common law principles or breach of contract or the Company. The amount covenant of good faith and fair dealing, defamation, wrongful discharge, intentional infliction of emotional distress or promissory estoppel (the "Release and Waiver"); and (B) if the Company does not make the payment ------------------ described in clause (i) of the second sentence of this paragraph Section 8.1, Executive shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, released from Executive's obligations under Sections 7.1 and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according 7.2 to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that -------- ------- Executive shall not be released if the first sole reason for the Company's failure to make such installment shall be in an amount equal payment is Executive's failure to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due execute and deliver to the Employee under clause (ii) of Company the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlRelease and Waiver.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the rightmay, at any timetime and without prior written notice, to terminate the EmployeeExecutive’s employment without Cause. For purposes of this Section 5(b), if the Company declines to extend the then-current Employment Period pursuant to Section 1, such nonextension shall be deemed a termination without Cause upon the end of the Employment Period. In the event that the Executive’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment is terminated without Cause, the Company’s obligation to Executive shall receive the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, Accrued Benefits and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt portion of the post-employment payments and benefits under this Section 2(b) Annual Bonus from a prior year (payable when other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementsenior executives receive their annual bonuses for such year, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than March 15 of the Company’s next regularly scheduled payroll date year following the effective date of terminationyear for which the Annual Bonus was earned). In addition, and the post-employment severance described in clause (ii) of the second sentence of this paragraph Executive shall be entitled to receive from the Company the following: (i) severance payments totaling his then-effective annual base salary, paid in equal installments according to the Company’s normal regular payroll schedule, with schedule over the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day twelve (12) months following the effective Date of Termination (the “Severance Period”), (ii) a pro rata portion of the Annual Bonus for the year in which the Date of Termination occurs, based on year-to-date performance as determined by the Board in good faith, payable when other senior executives receive their annual bonuses for such year, and in no event later than March 15 of terminationthe year following the year in which the Date of Termination occurs; provided, however, that the first such installment shall be in and (iii) an amount equal to all amounts the “COBRA” premium for as long as the Executive and, if applicable, the Executive’s dependents are eligible for COBRA from the Company. The Executive’s entitlement to the severance payments and benefits in the foregoing sentence is conditioned on (A) the Executive’s executing and delivering to the Company of a mutual release of claims substantially in the form attached hereto as Exhibit A within forty-five (45) days following the Date of Termination, and on such release becoming effective, and (B) the Executive’s compliance with the restrictive covenants set forth in Sections 6, 7 and 8; provided, that otherwise if such forty-five (45) day period begins in one taxable year and ends in the following taxable year, the payments described in (i) of the preceding sentence shall commence in the second taxable year (and any payments that would have been made in the first taxable year shall be paid in a lump sum at the time payments commence pursuant to normal payroll practices during hereto). Except as specifically provided in this Section 5(b) or in another section of this Agreement, or except as required by law, all benefits provided by the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due Company to the Employee Executive under clause (ii) this Agreement or otherwise shall cease as of the second sentence Date of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, Termination in the event the Employee shall subsequently receive income from providing the Employee’s services of a termination pursuant to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control5(b).
Appears in 1 contract
Samples: Employment Agreement (NOODLES & Co)
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with hereunder may be terminated, without Cause (as defined below) by the Company without Cause by giving upon seven (7) days written notice to the Employee; provided, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If however, that if the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee Company shall be limited solely to (i) unpaid base salary accrued up continue to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to pay the Employee’s then-current base salary Salary for a period of six (6) months. The months or until such time as the Employee obtains substitute employment at not less than 75% of the Employee’s rights with regard to equity incentive awardsSalary hereunder as of the time of termination, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between whichever occurs first; (ii) provide the Employee and with health insurance coverage for a period of six (6) months that is the Company. As a condition same or substantially similar to that provided to the Employee while employed by the Company at substantially the same cost to the Employee’s receipt of ; (iii) pay the post-employment payments and benefits under this Section 2(bEmployee, within five (5) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date days of termination, deliver to for all accrued but unused vacation time earned through the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; (iv) pay, within five (5) days of termination, the Employee the pro rata portion of his annual Bonus earned through the termination date; (v) pay within five (5) days of termination all other accrued wages or bonuses including the balance due on the Promissory Note; (vi) take all necessary and reasonable action, in the ordinary course of business, to pay any other accrued employee benefits to the Employee, in accordance with the Company’s Employee Benefit Plans and as required under applicable state and federal laws; (vii) forfeit the Company’s repurchase rights to all Employee Restricted Stock under Section 3(c)(ii) and upon termination, Employee will become fully vested in such Employee Restricted Stock; provided, howeverfurther, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due notwithstanding anything to the Employee under clause (iicontrary set forth in this Section 10(a) of the second sentence of this paragraph unless Agreement, the Company and the Employee has delivered hereby acknowledge and agree that if the irrevocable general release of claims agreement described above on or before Merger Transaction does not occur as contemplated by the 30th day following Merger Agreement, the effective date of termination. The Employee Company shall have no duty the right to mitigate damages terminate the Employee hereunder without cause and without any obligation to make any payment required under this Section 2(b10(a)(i) during the applicable severance period and– (vii), in the event the Employee shall subsequently receive income from providing upon seven (7) days written notice to the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The If, during the Term, the Company shall have the right, at any time, to terminate the terminates Employee’s employment with other than for Cause or the Company without Cause by giving written notice occurrence of Employee’s death or Disability, Employee shall be entitled to continue to receive (i) any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such termination, to the extent earned, pro-rated (based on a percentage defined by a fraction, the numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s annual audited financial statements, and (iii) an amount equal to (I) the lesser of (A) Employee, which termination shall be effective thirty (30) calendar days ’s Base Salary that would have been paid from the date of effectiveness of such written notice. The Company may provide thirty termination through the end of the Term or (30B) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, Base Salary in effect as of the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date effectiveness of such termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (iiII) if the Employee has been employed by the Company for a period of greater, at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The months of Employee’s rights with regard Base Salary in effect as of the date of effectiveness of such termination (in the case of clause (iii), Employee’s Base Salary will be paid in periodic payments which correspond to equity incentive awardsthe Company’s regular payroll periods); provided that any payments set out in clauses (i), including stock options (ii) and restricted stock units, (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be governed by separate applicable agreements entered into between net of appropriate tax and other withholdings,. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and the Company. As a condition delivers to the Company a general release of all claims relating to Employee’s receipt of employment and termination from employment (the post-employment payments “General Release”) in a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and benefits under this Section 2(b) (other than the payments described assuming Employee is not in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, and must, on Employee shall not be entitled to a Bonus or before the 30th day any payments of Base Salary relating to periods of time following the effective date of termination, deliver to the Company an irrevocable general release termination of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the CompanyEmployee’s employment under this Section 6(c) or otherwise. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee Company shall have no duty further obligations to mitigate damages Employee under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company shall have the right, at any time, right to terminate the this Agreement and Employee’s employment with the Company without Cause by giving cause upon 10 days’ written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the this Agreement and Employee’s employment without Causecause pursuant to this Section 2.3, the Company’s obligation to the (a) Employee shall be limited solely to receive in a single lump sum within 60 (isixty) unpaid base salary accrued up to days after the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Base Compensation, as that term is defined in Section 3.1 of this Agreement, Employee would have received for the remainder of the then current term of this Agreement had Employee not been terminated, and (b) for the remainder of such term Employee shall be entitled to continue pre-existing coverage for Employee and any dependents under any applicable medical plans described in Section 3.4 of this Agreement as long as Employee continues to make the same monthly payments and copayments which would have been applicable if Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment had not been terminated; provided that any payments and or benefits under this Section 2(b2.3(a) shall be contingent upon Employee executing a general release of all claims in favor of the Company in a form acceptable to the Company, which release shall be provided to Employee within ten (10) business days following Employee’s termination of employment, and which must be executed by Employee and become effective (and no longer subject to revocation) within sixty (60) days following Employee’s termination of employment (or such shorter period of time as the Company may determine). Following the date of termination of employment, Employee shall not receive any further compensation pursuant to Sections 3.2, 3.3 or the non-medical benefits described in Section 3.4 of this Agreement except as required by the terms of such benefit plans. In the event of termination without cause, Employee acknowledges that the Company shall have no liability to Employee whatsoever other than its obligation to make the payments lump sum payment described in clause (i) above and to provide continuation of coverage under any applicable medical plans for the remainder of the second sentence of this paragraph), the Employee must be in compliance with Section 1 then current term of this Agreement, and must, on or before subsequently to provide Employee with medical benefits under the 30th day following the effective date Consolidated Omnibus Budget Reconciliation Act of termination, deliver 1985 as amended (“COBRA”) and other benefits to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as which Employee may be prescribed by entitled under the Company. The amount described terms of any benefit plan or arrangement in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, accordance with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date terms thereof notwithstanding termination of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlemployment.
Appears in 1 contract
Termination by the Company Without Cause. The If, during the Term, the Company shall have the right, at any time, to terminate the terminates Employee’s employment with other than for Cause or the Company without Cause by giving written notice to the occurrence of Employee’s death or Disability, which termination Employee shall be effective thirty entitled to continue to receive (30i) calendar days from any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such written notice. The Company may provide thirty termination, to the extent earned, pro-rated (30) days’ pay in lieu based on a percentage defined by a fraction, the numerator of notice. If which is the Company terminates number of days during the Employee’s employment without Causefiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date annual audited financial statements in respect of termination plus any accrued but unpaid benefits to the effective date of terminationsuch fiscal year, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (iiiii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the twelve months of Employee’s then-current base salary for a period Base Salary in effect as of six the date of effectiveness of such termination (6) months. The in the case of clause (iii), Employee’s rights with regard Base Salary will be paid in periodic payments which correspond to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to ’s regular payroll periods) (the period during which Employee’s receipt of the post-employment payments and benefits under Base Salary will continue as provided in this Section 2(b) Clause (other than the payments described in clause (i) of the second sentence of this paragraphiii), the “Post Employment Payment Period”); provided that any payments set out in clauses (i), (ii) and (iii) shall only be made so long as Employee must is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. Notwithstanding the foregoing, the Company shall suspend payments of such Bonus or Base Salary that are otherwise due within sixty (60) days of Employee’s termination of employment for payment on the sixtieth (60th) day after such termination, provided that, before such day, Employee shall have executed and delivered to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in compliance with Section 1 a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming any period within which Employee may revoke such General Release has expired within sixty (60) days after Employee’s termination of employment and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, and must, on Employee shall not be entitled to a Bonus or before the 30th day any payments of Base Salary relating to periods of time following the effective date of termination, deliver to the Company an irrevocable general release termination of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the CompanyEmployee’s employment under this Section 6(c) or otherwise. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee Company shall have no duty further obligations to mitigate damages Employee under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunderAgreement. Notwithstanding anything herein any other provision in this Agreement to the contrary, this Section 2(bby notice to Employee during the Post-Employment Payment Period, the Company may elect to continue to pay Employee’s Base Salary for any additional period ending no later than the second (2nd) shall not apply if anniversary of the effectiveness of termination of Employee’s employment is terminated hereunder by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control“Continuing Payment Period”).
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s Executive's employment with the Company hereunder may be terminated without Cause by giving the Company upon written notice to the EmployeeExecutive, which termination provided, however, that if the Company terminates the Executive's employment without Cause, or the Executive terminates his employment for Good Reason, as defined below, the Company shall be effective pay or provide the Executive with: (i) within thirty (30) calendar days from following the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, (A) unpaid Salary earned under this Agreement prior to the date of termination and any accrued but unused vacation; (B) any unpaid bonus earned in accordance accrued with respect to the fiscal year ending on or preceding the date of termination; (C) an amount equal to the product of (1) the Executive's Minimum Bonus and (2) a fraction, the numerator of which is the number of days from the commencement of the bonus period or, if later, the commencement of the Executive's employment with the then applicable Company, until the Executive's termination of employment and the denominator of which is the total number of days in the bonus plan or program period; (D) reimbursement for any unreimbursed business expenses incurred by the Executive through the date of termination; (collectively, (A) through (D), "Accrued Obligations") and (E) a lump sum cash payment equal to the effective product of (1) one twelfth (1/12th) of the Executive's Salary (or, if improperly reduced, the Salary required to be in effect) and (2) the number of months remaining in the Term or twelve (12) months, whichever is greater; (ii) all stock option or equity grants held by the Executive shall vest in full as of the date of termination so as to become fully exercisable and shall remain exercisable for six (6) months (or the end of scheduled term if sooner) following the date of termination; and (iiiii) if the Employee has been employed by the Company shall provide medical and dental benefits for a period of at least twelve the Executive (12and eligible dependents) months prior to under COBRA upon the effective same terms and conditions in effect on the date of termination for the eighteen (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a 18) month period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver provided that, to the extent 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 hereunder, the Executive shall receive from the Company an irrevocable general release of claims agreement additional payment in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, necessary so that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall Executive will have no duty to mitigate damages under this Section 2(b) during the applicable severance period andadditional cost for receiving such items or any additional payment, provided that in the event that the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s Executive's employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year the Executive resigns for Good Reason during the three-month period immediately following consummation of a Change Specified Transaction, the Executive shall only be entitled to the Accrued Obligations and shall not be entitled to any additional compensation or benefits or severance payments or benefits hereunder. As a condition of Control as described in Section 3 of receiving severance benefits pursuant to this Agreement. In , the Executive shall execute and deliver to the Company prior to his receipt of such case, Section 3 of this Agreement shall control.benefits a general release substantially in the form attached hereto as Exhibit B.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, Employment Period ---------------------------------------- may be terminated at any time, to terminate the Employee’s employment with time by the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of noticeCause. If the Company terminates the Employee’s employment Employment Period without Cause, the Company’s Company shall have the following obligations to Executive (but excluding any other obligation to the Employee shall be limited solely Executive pursuant to this Agreement): (i) unpaid a continuation of his base salary accrued up to (at the effective rate in effect at the time of such termination) for a period (the "Severance Period") commencing on the date of termination plus any accrued but unpaid benefits to and ending on the effective later of (x) the second anniversary of the date of terminationtermination and (y) the fifth anniversary of the Effective Time (or such later date to which the Employment Period had been extended), and any unpaid bonus earned payable in accordance with the then applicable bonus plan or program to the effective date third sentence of termination; and Section 2.1, (ii) if Executive shall be eligible to continue to participate during the Employee has been employed Severance Period on the same terms and conditions that would have applied had he remained in the employ of the Company during the Severance Period in all health, medical, dental and other welfare plans provided to Executive pursuant to Section 2.2 at the time of such termination and which are provided by the Company for a period of at least twelve (12) months prior to its employees following the effective date of termination (and only in such event"Welfare Plans"), then severance in an amount (iii) a bonus equal to the Employee’s then-current base salary maximum bonus that would have been payable to Executive pursuant to Section 2.6 for a period of six the fiscal year in which the Employment Period terminates, assuming that the applicable performance goals had been satisfied, and (6iv) months. The Employee’s rights with regard to equity incentive awards, including stock options and restricted stock units, the New Option shall be governed by separate applicable agreements entered into between the Employee fully vested and the Company. As a condition to the Employee’s receipt exercisable as of the post-employment payments and benefits under this Section 2(b) (other than date on which the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this AgreementEmployment Period terminates, and must, on or before shall remain exercisable as if Executive remained in the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor employ of the Company and related entities and individuals in such form as may be prescribed by during the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of terminationSeverance Period; provided, however, that the first continuation of such installment salary, welfare benefits and New Option exercisability shall be in an amount equal to all amounts end on the occurrence of any circumstance or event that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubtconstitute Cause, no payment or benefit shall ever be due to the Employee under clause (ii) including, without limitation, a breach of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.covenants contained in
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time, to terminate the Employee’s employment with time without “Cause” (as defined in Section 6(b)) by the Company without Cause by giving upon sixty (60) days’ prior written notice to the Employee, Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be effective thirty (30) calendar days from deemed a termination without Cause. Upon any such termination of the date Executive’s employment, all obligations of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Employee’s employment without CauseExecutive signing a general release of claims in a form and manner satisfactory to the Company, including a mutual obligation of non-disparagement, and the lapse of any statutory revocation period, the Company’s obligation to the Employee Company shall be limited solely to (i) unpaid base salary accrued up continue to pay the effective date of termination plus any accrued but unpaid benefits Executive her Base Salary at the rate then in effect pursuant to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (iiSection 4(a) if the Employee has been employed by the Company for a period of at least twelve (12) months prior from the Date of Termination; (ii) shall pay to the effective date of termination (and only Executive in such event)monthly installments over the next year, then severance in an amount equal to the EmployeeExecutive’s then-current base salary cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination; (iii) shall pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility; (iv) shall provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of six twelve (612) monthsmonths from the Date of Termination and (v) on or prior to the Date of Termination, Executive will become fully vested in any unvested shares or options granted as part of the New Hire Grant. The Employee’s rights with regard to equity incentive awardsFor purposes of Section 409A of the Internal Revenue Code of 1986, including stock options and restricted stock unitsas amended (the “Code”), each monthly payment shall be governed considered a separate payment. Following a termination of the Executive without Cause, the Executive shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established by separate applicable agreements entered into between the Employee and the Company. As a condition administrator of such plan prior to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Samples: Employment Agreement (Albany Molecular Research Inc)
Termination by the Company Without Cause. The Company shall have the right, at any timetime during the Term, to terminate the EmployeeExecutive’s employment with the Company without Cause by giving written notice to the EmployeeExecutive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ 30 days pay in lieu of notice. If the Company terminates the EmployeeExecutive’s employment without Cause, the Company’s obligation to the Employee Executive shall be limited solely to (i) unpaid base salary Base Salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the EmployeeExecutive’s then-current base salary Base Salary for a period of six eighteen (618) months. The Employee’s rights with regard ; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, an additional severance benefit calculated by the Company in its discretion equal to equity incentive awards, including stock options and restricted stock units, shall be governed (A) the cost of monthly COBRA premiums (determined as of the effective date of termination) multiplied by separate applicable agreements entered into between the Employee and the Company(B) 18. As a condition to the Employee’s his receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph6(b), the Employee Executive must be in compliance with Section 1 5 of this Agreement, and mustmust execute, on or before the 30th day following the effective date of terminationreturn, deliver to the Company an irrevocable not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals individuals, within the timeframe and in such a form as may to be prescribed by the Company. The amount described severance benefits set forth in clause clauses (iii) and (iii) of the second third sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph hereof shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the 30th day following the effective date of termination; providedExecutive’s termination of employment, however, provided that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during Company has received the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable signed general release of claims agreement described above on or before and the 30th day following Executive has not rescinded such agreement within the effective date of terminationrescission period set forth in such agreement. The Employee Executive shall have no duty to mitigate damages under this Section 2(b6(b) during the applicable severance period and, in the event the Employee Executive shall subsequently receive income from providing the EmployeeExecutive’s services to any person or entity, including self-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 2(b6(b) shall not apply if the EmployeeExecutive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of in Control at any time during the Term as described in Section 3 of this Agreement7 hereof. In such case, Section 3 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company shall have the rightmay, by delivering 30 days prior written notice to Employee, terminate Employee's employment at any timetime without cause, to terminate and the Employee’s employment with the Company without Cause Employee may, by giving delivering 30 days prior written notice to the Company, terminate Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice's employment for "Good Reason," as defined below. If the Company terminates the Employee’s employment such termination without Causecause or for Good Reason occurs, the Company’s obligation to the Employee shall be limited solely entitled to receive a lump-sum payment equal to the sum of (a) two times the sum of (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with his Base Salary at the then applicable bonus plan or program to the effective date of termination; current rate and (ii) the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the termination occurs and (b) if termination occurs in the fourth quarter of a calendar year, the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee has been employed by for the Company year in which the termination occurs prorated daily based on the number of days from the beginning of the calendar year in which the termination occurs to and including the date of termination. Employee shall also receive all earned but unpaid bonuses for the year prior to the year in which the termination occurs and shall receive (i) for a period of at least twelve two years following termination of employment, continuing coverage and benefits comparable to all life, health and disability insurance plans which the Company from time to time makes available to its management executives and their families, (12ii) months prior a lump-sum payment equal to two times the effective date of termination (and only in such eventstipulated flexible perquisites amount pursuant to Section 2(d), then severance in an amount equal to and (iii) two years additional service credit under the Employee’s thencurrent non-current base salary for a period of six (6) months. The Employee’s rights with regard to equity incentive awardsqualified supplemental pension plans, including stock options and restricted stock unitsor successors thereto, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid applicable to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For All unvested stock options held by Employee on the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) date of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above termination shall become immediately vested and all restrictions on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event restricted stock then held by the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations terminate. For purposes of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) 5 and Section 8, the provisions of such sections shall not apply if to awards under the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control1998 Performance Incentive Compensation Plan.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with This Agreement may be terminated by the Company without Cause by giving upon ninety (90) days' written notice thereof given to Employee. Upon the delivery of notice of such termination, the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to provided that the effective date of termination plus any accrued shall be a mutually-agreed date, but unpaid benefits to not earlier than the effective date 90th day following the Company's delivery of termination, and any unpaid bonus earned in accordance with such notice. In the then applicable bonus plan or program to the effective date event of termination; and (ii) if the Employee has been employed termination by the Company without Cause, (i) the Company shall, at the election of Employee, either (A) continue to pay Employee his then effective salary hereunder for a period of at least twelve (12) months prior to months, following the effective date of termination (and only in such event)of employment, then severance in an amount equal including 50% of any bonus paid to Employee with respect to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreementcalendar year immediately preceding termination, and must, continue for such period to provide other benefits as provided for hereunder on or the same basis as in effect before the 30th day following the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under the terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) pay Employee, (1) within fifteen (15) days of termination, deliver a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for twelve (12) months, including 50% of any bonus paid or payable to Employee with respect to the Company an irrevocable general release of claims agreement in favor of calendar year immediately preceding termination, and (2) the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause remaining fifty percent (i50%) of the second sentence amount specified in the immediately preceding subsection (1) in three (3) equal monthly installments, with such installment payments beginning the month after the month in which payment of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of terminationlump sum occurs, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The outstanding stock options held by Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunderbecome fully vested and exercisable. Notwithstanding anything herein to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.d)
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the EmployeeExecutive’s employment with the Company may be terminated at any time by the Company without Cause by giving upon prior written notice notice. Subject to the EmployeeExecutive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, which termination shall be effective thirty an amount equal to two times the sum of (30x) calendar days from the Executive’s annual Base Salary (as in effect as of the date of such written notice. The Company may provide thirty termination) plus (30y) days’ pay the target Annual Bonus payable in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned approximately equal installments in accordance with the then applicable bonus plan or program to Company’s regular payroll practices (but off employee payroll) during the effective date of termination; and (ii) if the Employee has been employed by the Company for a 12 month period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the CompanyExecutive’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such no installment shall be in an amount equal paid prior to all amounts the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that otherwise would have been paid pursuant during such 60 day period shall be paid with the first installment paid to normal payroll practices the Executive; (v) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 30 days following 24-month period commencing on the effective date of termination shall vest and become exercisable; provided that if the Executive’s termination occurs during the 24-month period following a “change of control” (as defined in the Equity Plan), in lieu of the preceding vesting acceleration, all outstanding stock options that vest based solely on the passage of time shall immediately vest and become exercisable as of the date of the Executive’s termination, consistent with a “qualifying termination” as set forth in Section 4.4.1.2 of the Equity Plan; and (vi) the benefits triggered by a termination without Cause under Sections 4.4.2.3 and 4.5 of the Equity Plan, providing for accelerated vesting of stock options with performance-based vesting based on the vesting schedule for liquidity events on or after November 19, 2012 and a 12-month post-termination exercise period for all vested stock options, respectively. For In the avoidance event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4, the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement. In addition, the right under Section 8.01 of doubtthe Amended and Restated Exempted Limited Partnership Agreement of Skype Management, no payment or benefit shall ever be due L.P., dated September 22, 2010 (the “Management Partnership Agreement”), to repurchase ordinary shares subject to the Employee under clause time-based stock options and the performance-based stock options (iibut there is no right at all to repurchase the co-invest stock option or any co-invest shares except as provided in Section 8.01(a) of the second sentence of this paragraph unless Management Partnership Agreement) (the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b“Repurchase Right”) during the applicable severance 12-month period andfollowing the date of termination will be suspended and deferred until the 12-month period commencing on the first anniversary of the date of termination so long as the Executive (x) reasonably cooperates with the Parent in facilitating the Parent’s transition to a new chief financial officer and (y) does not engage in any conduct intended or that a reasonable person in a like position and under like circumstances could expect to cause meaningful harm to the Parent and its subsidiaries (the obligations in subsections (x) and (y) shall collectively be referred herein as the “Conditions”). In the event that the Executive materially violates the Condition in subsection (x) or violates the Condition in subsection (y), then the Repurchase Right shall be exercisable during the 12-month period following the date the Executive receives such written notice that the Executive has materially violated or violated the Conditions, as the case may be. To the extent that any material violation of the Condition in subsection (x) is reasonably curable in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations good faith discretion of the Company hereunderParent’s Board, the Parent’s Board shall give the Executive the opportunity to cure such material violation. Notwithstanding anything herein else herein, no violation of subsection (y) of the Conditions shall be deemed to the contrary, this Section 2(b) shall not apply if the Employee’s employment is terminated have occurred with respect to any matters covered by the Company restrictive covenants and post-termination obligations described in Sections 5.1 through 5.6 of the Employment Agreement unless the Executive has materially violated the terms thereof during the applicable coverage period of such restrictive covenant or post-termination obligation. The Repurchase Right will remain subject to all of the terms and conditions set forth in the Management Partnership Agreement, including that it may not be exercised after an “initial public offering” or a succeeding entity without Cause upon or within one “change of control” (1) year of a Change of Control each as described defined in Section 3 of this the Management Partnership Agreement. In such case, Section 3 of this Agreement shall control).
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the EmployeeExecutive’s employment with the Company may be terminated at any time by the Company without Cause by giving upon prior written notice notice. Subject to the EmployeeExecutive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, which termination shall be effective thirty an amount equal to two times the sum of (30x) calendar days from the Executive’s annual Base Salary (as in effect as of the date of such written notice. The Company may provide thirty termination) plus (30y) days’ pay the target Annual Bonus payable in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned approximately equal installments in accordance with the then applicable bonus plan or program to Company’s regular payroll practices (but off employee payroll) during the effective date of termination; and (ii) if the Employee has been employed by the Company for a 12 month period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the CompanyExecutive’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such no installment shall be in an amount equal paid prior to all amounts the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that otherwise would have been paid pursuant during such 60 day period shall be paid with the first installment paid to normal payroll practices during the Executive; (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) within 30 days following the effective date of termination. For Executive’s payment thereof, subject to Section 8.2 hereof; provided that the avoidance of doubtExecutive is eligible and remains eligible for COBRA coverage; and provided, no payment or benefit shall ever be due to further, that in the Employee under clause (ii) of event that the second sentence of this paragraph unless Executive obtains other employment that offers group health benefits, such reimbursement by the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages Company under this Section 2(b4.4(v) shall immediately cease; and (vi) with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the applicable severance 12 month period and, in commencing on the date of termination shall vest and become exercisable. In the event that the Employee Executive is eligible to receive the severance benefits provided for by this Section 4.4, the Executive shall subsequently not be eligible to receive income from providing the Employee’s services to severance benefits under any person or entityother Company plan, including self-employment incomepolicy, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlagreement.
Appears in 1 contract
Termination by the Company Without Cause. The Except as provided in Section 6(d), if for any reason the Company shall have the right, at any time, wishes to terminate the EmployeeEmployment Period and the Executive’s employment with hereunder (including by not extending the Company without Cause by giving written notice term of this Agreement pursuant to the EmployeeSection 1(c)), which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up the Company shall give notice (the “Termination Notice”) to the effective date of termination plus any accrued but unpaid benefits to the effective date of terminationExecutive stating such intention, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by Employment Period shall terminate on the Company date set forth in the Termination Notice (the “Termination Date”), and (iii) a severance period shall commence upon such Termination Date for a period of at least twelve twenty-four months (12such period, the “Severance Period”). During the Severance Period, the Executive shall continue to receive the Base Salary under Section 3(a), shall be entitled to an annual cash bonus pursuant to Section 3(b) months (which annual cash bonus shall be the bonus paid the Executive for the performance period immediately prior to the effective date year in which the Termination Notice is given but not greater than 33.3% of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6Base Salary) months. The Employee’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 the Employee and the Company. As a condition Executive and his eligible dependents shall continue to receive the Employee’s receipt of the post-employment payments and welfare benefits under this Section 2(b3(d) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than including any benefits under the Company’s next regularly scheduled payroll date following long-term disability and life insurance plans) of this Agreement as if the effective Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount (not to exceed $35,000 per year) which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to (x) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of terminationhis termination of employment, and the post-employment severance described (y) any other rights, benefits or entitlements in clause (ii) of the second sentence of accordance with this paragraph shall be paid in installments according to the Company’s normal payroll scheduleAgreement or any applicable plan, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; providedpolicy, howeverprogram, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomearrangement of, or otherwiseother agreement with, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon any of its subsidiaries or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlaffiliates.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to may terminate the Employee’s employment with the Company at any time without Cause Cause, by giving written notice to the Employee, which termination shall be effective providing Employee thirty (30) calendar days from the date written notice of such written noticetermination. The Company Employee may provide thirty (30) days’ elect to receive pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus notice for all or 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence portion of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Companynotice period. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in In the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one Disability), Employee shall be entitled to: (1i) the Accrued Obligations, each to be paid at the same time it would otherwise have been paid to Employee had no such termination occurred, through the effective date of termination; (ii) any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, to be paid at the same time it would otherwise be paid to Employee had no such termination occurred; (iii) a Change prorated portion of Control as described the target Annual Bonus for the year in which such termination occurs pursuant to the terms of Section 3.3 above (or such larger amount to which Employee would be entitled under Section 3.3 above); (iv) the payments and other benefits provided for in Section 3 3.6 above pursuant to the terms thereof; and, (v) if such termination without Cause occurs during the ninety-day period prior to the Transaction, the minimum Transaction bonus amount provided for in Section 3.6(a) paid in a single lump-sum on the later to occur of (x) the sixty-day anniversary of the such date of termination and (y) the date of the Transaction. Except as set forth in this Section 5.4 and Sections 3.6(b), 5.1 and 5.5 and as set forth in the grant agreements, as amended, for the Pre-2020 Equity, the 2020 Equity and any stock options or restricted stock granted hereinafter by the Company to Employee, following termination of Employee’s employment with the Company hereunder by the Company without Cause, Employee shall have no further rights to any compensation or compensatory benefits under this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Samples: Employment Agreement (Outbrain Inc.)
Termination by the Company Without Cause. The Company Failure to Extend. USI, by the affirmative action of the Board, shall have the right, at any time, right to terminate the Employee’s Executive's employment with the Company hereunder "without Cause cause" by giving Executive written notice to the Employee, which that effect. Any such termination of employment shall be effective thirty (30) calendar days from on the date of specified in such written notice. The Company USI, by the affirmative action of the Board, may provide thirty (30) days’ pay also give notice of its election not to extend Executive's employment hereunder for an additional Term. In the event of any such termination, or in lieu the event of notice. If a failure to extend Executive's employment hereunder for an additional Term under the same term and conditions, the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) pay Executive his unpaid base salary accrued up to Base Salary through the effective date of termination plus and any accrued but business expenses remaining unpaid benefits to on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement, (ii) pay Executive an amount per month equal to one-twelfth the sum of (1) his then adjusted Base Salary plus (2) the higher of target bonus set by the Board that he would have otherwise received (but for such termination, ) for the year in which such termination occurred or his Bonus for the immediately preceding year for the period commencing on the date following the date of termination and any unpaid bonus earned in accordance with ending on the then applicable bonus plan or program to date which is thirty-six (36) months following the effective date of termination; and (iiiii) if either continue to provide Executive with healthcare coverage under the Employee has been employed by the Company for a period of at least twelve (12) months plan in which Executive participates immediately prior to the effective date of such termination (where Executive remains eligible to participate, and only in accordance with the terms thereof) or in the event Executive no longer remains eligible to participate under such event)healthcare plan, then severance to reimburse Executive for the amount of the premium Company would have paid for Executive's healthcare coverage had Executive remained employed hereunder, in an amount equal to each case until (A) the Employee’s thendate which is thirty-current base salary for a period of six (636) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day months following the effective date of termination, deliver to termination or (B) the Company an irrevocable general release commencement of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of terminationExecutive's coverage under another employer's healthcare plan; providedprovided , however, that the first such installment shall be without limiting any other remedy -------- ------- available hereunder, all payments described in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during 8.1 shall immediately terminate upon an arbitrator's or judge's determination that Executive has breached the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person provisions of Sections 6 or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control7 hereof.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at At any time, to the Company may, in its sole and absolute discretion, terminate the Employee’s 's employment with the Company (the actual date of termination being referred to as the "Termination Date") without Cause cause, by giving providing written notice thereof to the Employee ("Termination Notice") at least ten days (10) prior to the Termination Date. In the event of termination of the Employee's employment pursuant to this Section, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates shall continue to pay to the Employee the Employee’s employment without Causethen current annual salary, the Company’s obligation to in no cases less than $12,500 per month, throughout such ten-day (10) notice period and shall pay the Employee shall be limited solely to as compensation for loss of office (ia) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to months base salary at the Employee’s receipt then current salary in equal bi-weekly installments over the six (6) month period following the Termination Date (provided however, that if payments under the Employee's Key Employee Agreement are triggered based on such termination, no such payments will be due hereunder) , (b) a pro-rated portion of the post-employment payments annual bonus the Employee was eligible for, if any, for the completed portion of any fiscal year in which the Termination Date occurs (payable whether or not compensation is due under the Key Employee Agreement for such termination, and benefits under based on the relevant portion of the bonus that would have been earned, if any, had the Employee remained employed through the fiscal year and payable at the time payable were the Employee to have remained employed) and (c) all vacation accrued as of the Termination Date calculated in accordance with Section 1.2.4. Upon receipt by the Employee of a Termination Notice pursuant to this Section 2(b4.2, (a) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be shall assist the Company in compliance with Section 1 of this Agreementgood faith to effect a smooth transition, and must, on or before the 30th day following the effective date of termination, deliver to (b) the Company an irrevocable general release of claims agreement may request the Employee to vacate the premises owned by the Company and used in favor connection with the Business within a reasonable time, provided that the obligation of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to make payments to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, pursuant to this Section 4.2 and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 other provisions of this Agreement shall controlnot be affected. Amounts payable pursuant to clauses (a) and (b) of this Section 4.2 shall be payable only following the delivery to the Company by the Employee of a duly executed release, in form and substance acceptable to the Company, of all claims the Employee may have against the Company, which release is no longer subject to revocation.
Appears in 1 contract
Termination by the Company Without Cause. The Except as provided in Section 6(d) or 6(h), if for any reason the Company shall have the right, at any time, wishes to terminate the Employee’s Employment Period and the Executive's employment with hereunder (including by not extending the term of this Agreement pursuant to Section 1(c)), (i) the Company without Cause by giving shall give the Executive written notice (the “Termination Notice”) at least 120 days prior to the Employee, which termination shall be effective thirty (30) calendar days from the date of termination set forth in the Termination Notice (the “Termination Date”) stating such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Causeintention, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by Employment Period shall terminate on the Company Termination Date, and (iii) a severance period shall commence upon such Termination Date for a period of at least twelve 12 months (12such period, the “Severance Period”). During the Severance Period, the Executive shall (1) months continue to receive the Base Salary under Section 3(a) and to be reimbursed for any reasonable expenses incurred by the Executive in the performance of any of his continuing obligations hereunder, (2) be entitled to Annual Incentive Bonuses pursuant to Section 3(b) (which Annual Incentive Bonuses shall be the Annual Incentive Bonuses paid the Executive for the performance period immediately prior to the effective year in which the Termination Notice is given and paid on the last day of the calendar year during the Severance Period) and (3) the Executive and his eligible dependents shall continue to receive the welfare and health benefits under Section 3(d) (including any benefits under the Company's long-term disability and life insurance plans) of this Agreement as if the Employment Period continued throughout the Severance Period; provided that if such plans or programs do not permit the Executive and/or his eligible dependents continued participation, the Company shall pay the Executive, quarterly, an amount which after-tax will keep him in the same economic position as if he and/or his eligible dependents had continued in such plans and/or programs. In addition, the Executive shall be entitled to (x) accelerated vesting upon the Termination Date of all outstanding equity awards, with all outstanding stock options or stock appreciation rights granted to the Executive remaining exercisable for no less than two years or the remainder of the original term, if shorter, (y) payment of any earned but unpaid amounts, including bonuses for performance periods that ended prior to the Termination Date and any unreimbursed business expenses, with such payment made in accordance with Company practices in effect on the date of his termination of employment and (and only z) any other rights, benefits or entitlements in such event)accordance with this Agreement or any applicable plan, then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’s rights with regard to equity incentive awardspolicy, including stock options and restricted stock unitsprogram, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomearrangement of, or otherwiseother agreement with, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon any of its subsidiaries or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlaffiliates.
Appears in 1 contract
Samples: Employment Agreement (Shimmick Construction Company, Inc.)
Termination by the Company Without Cause. The Company shall have may terminate the right, Executive’s services hereunder without Cause at any timetime by giving the Executive not less than ninety days’ prior written notice of termination. In such event, to terminate the EmployeeExecutive’s employment with hereunder shall terminate on the effective date specified in the notice. At any time during the notice period, the Company may relieve the Executive, or the Executive may surrender and thereupon be relieved of, his day-to-day duties as President, Chief Executive Officer and Chairman of the Board of the Company, provided that the Executive’s compensation hereunder shall continue through the effective date of termination. In the event the Executive’s services hereunder are terminated by the Company without Cause by giving written notice Cause, provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the Employee, form attached hereto as Exhibit A (which termination shall be effective thirty executed, delivered and no longer subject to revocation, if applicable, within sixty (3060) calendar days from the date of following such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If termination), the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to shall: (i) unpaid base salary accrued up pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus any two (2) times the greater of (x) his Performance Bonus target for the year in which such termination occurs and (y) the average of his actual Performance Bonus earned for the two years immediately preceding the year in which such termination occurs, and (ii) subject to the Executive’s timely election pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and the Executive’s continued copayment of the applicable premiums at the active employee rates, provide the benefits set forth in Section 3(d) hereof then provided to the Executive for a period of twenty-four (24) months following the Executive’s termination pursuant to this Section 4(e), provided that, to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive a reasonably equivalent value to such benefits in cash on the same schedule as such benefits otherwise would have been provided had such continuation been permitted during the twenty-four (24)-month period following such termination. The entire amount payable under subsection (i) above shall be paid to the Executive in one lump sum payment on the sixtieth (60th) day after the effective date of termination. In addition, the Executive shall be deemed fully vested, as of the effective date of such termination, in all accrued but unpaid benefits to under all retirement plans for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to the Company. Further, the Company shall reimburse the Executive for any amounts then due pursuant to Section 3(e) hereof and any shall pay the Executive’s unpaid bonus earned Performance Bonus for the year preceding the year in which the Executive’s termination occurs if then due and owing in accordance with the then applicable bonus plan or program to provisions of Section 3(b) hereof, and the effective Executive shall have 90 days from the date of termination; delivery of such termination notice to exercise any vested and exercisable options (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than may such exercise occur beyond the original expiration date of such options) the Company’s next regularly scheduled payroll date following the effective date of terminationequity plans then in effect. The Executive and his beneficiaries, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according entitled to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages other compensation under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment incomeAgreement following, or otherwiseas a result of, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controltermination under these circumstances.
Appears in 1 contract
Samples: Employment Agreement (Rue21, Inc.)
Termination by the Company Without Cause. or by the Employee for --------------------------------------------------------------- Changed Circumstances. The Company shall have the right, at any time, to may terminate the Employee’s employment relationship --------------------- with the Employee without cause (which shall not include a termination pursuant to Paragraphs 8, 9 or 10) by giving the Employee 15 days prior written notice. The Employee may terminate the employment relationship with the Company without Cause for Changed Circumstances by giving the Company 15 days prior written notice. The term "Changed Circumstances" as used in this Paragraph 11 means (a) a reduction in the Employee's base salary and benefits, (b) a material reduction in the scope of the Employee's authority and/or responsibilities, (c) during the first three years following the Closing Date, a change in the Company's management under which the Employee is no longer the Company's President and Chief Executive Officer, (d) a change in the control of the Company, and/or (e) breach of the Agreement by the Company which the Company fails to cure after 30 days' written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in In the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment relationship is terminated by the Company without cause or a succeeding entity without Cause upon or within one (1) year by the Employee for Changed Circumstances during the term hereof, the Company shall pay the Employee all accrued benefits and unreimbursed expenses owed to the Employee that have accrued but have not been paid as of the Termination Date. The Company shall also continue to pay to the Employee all salary and benefits hereunder until the third anniversary of the Closing Date. Such payments shall be made in accordance with the Employee's regular salary schedule. Payment of the severance benefits set forth herein shall be subject to the execution and delivery of a Change Separation Agreement (including a release of Control as described in Section all claims against the Company) the terms of which will reasonably be determined by the parties. The Company's obligations pursuant to this Paragraph 11 shall terminate immediately upon any violation of Paragraph 3 or 4 or the taking of this Agreement. In such case, Section any other action by the Employee that would have the effect of declaring the provisions of Paragraph 3 of this Agreement shall controlor 4 not enforceable.
Appears in 1 contract
Samples: Employment Agreement (Westower Corp)
Termination by the Company Without Cause. The Company shall have and 3.1(b) (Termination by the right, at any time, to terminate the Employee for Good Reason) Terminations. If Employee’s employment terminates pursuant to Section 3.1(a) or 3.1(b) hereof, Employee shall have no further rights against the Company hereunder, except for the right to receive, subject to execution of a release and waiver in the form customarily used by the Company in connection with the Company without Cause by giving written notice to termination of other similarly situated senior executives (“Release and Waiver”) in the Employeecase of clauses (ii) - (iv) and (vi) below, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) any earned but unpaid base salary accrued up to Base Salary and the effective date value of termination plus any accrued but unpaid benefits to the effective date of terminationunused vacation, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; and (ii) if the Employee has been employed by the Company payment of Base Salary for a period of at least twelve two (122) months prior to years from the effective date of termination (and only in such eventthe “Severance Period”), then severance payable in an amount equal to accordance with the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor normal payroll practices of the Company and related entities reduced by any salary continuation benefit paid under any of the Plans maintained pursuant to Section 2.4, (iii) (x) any previously earned Performance Bonus for a prior Bonus Year that has not been paid, and individuals in the event of any termination after December 31, 2015 any 2015 Bonus that has not been paid, and (y) any annual Performance Bonus or 2015 Bonus due for the calendar year of such form as may be prescribed termination pursuant to Section 2.2, prorated based on the number of days Employee was actively employed by the Company. The amount described Company during such year (or in clause (i) the case of the second sentence 2015 Bonus, the period from the Date of this paragraph shall be paid to Hire through December 31, 2015), payable at the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall time such Performance Bonus or 2015 Bonus would otherwise be paid in installments according accordance with such Section 2.2, (iv) continued participation in the Plans pursuant to Section 2.4 for the duration of the Severance Period to the Company’s normal payroll scheduleextent such continued participation is permitted under the terms of the Plans and to the extent such participation is not permitted a cash payment of substantially similar value (without requiring any additional payments to address the taxability of this payment), (v) reimbursement of expenses to which Employee is otherwise entitled under Sections 2.4, 2.5 or 2.8 hereof, and (vi) whatever rights as to stock options or other equity awards the Employee may have pursuant to the 2015 Option Agreement, the Matching PRSU Agreement, the Project 650 PRSU Agreement or the Base RSU Agreement or any other stock option agreements or other equity award agreements with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlCompany.
Appears in 1 contract
Samples: Employment and Non Competition Agreement (Tempur Sealy International, Inc.)
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the EmployeeExecutive’s employment with the Company may be terminated at any time by the Company without Cause by giving upon prior written notice notice. Subject to the EmployeeExecutive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, which an amount equal to one and one half times (or, if the Executive’s date of termination shall be effective thirty occurs prior to May 19, 2012, three times) the sum of (30x) calendar days from the Executive’s annual Base Salary (as in effect as of the date of such written notice. The Company may provide thirty termination) plus (30y) days’ pay the target Annual Bonus payable in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned approximately equal installments in accordance with the then applicable bonus plan or program to Company’s regular payroll practices (but off employee payroll) during the effective date of termination; and (ii) if the Employee has been employed by the Company for a 12 month period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the CompanyExecutive’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such no installment shall be in an amount equal paid prior to all amounts the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that otherwise would have been paid pursuant during such 60 day period shall be paid with the first installment paid to normal payroll practices during the Executive; and (v) subject to (x) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the COBRA premium and the premium cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) within 30 days following the effective date of termination. For Executive’s payment thereof, subject to Section 8.2 hereof; provided that the avoidance of doubtExecutive is eligible and remains eligible for COBRA coverage; and provided, no payment or benefit shall ever be due to further, that in the Employee under clause (ii) of event that the second sentence of this paragraph unless Executive obtains other employment that offers group health benefits, such reimbursement by the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages Company under this Section 2(b4.4(v) during the applicable severance period and, in shall immediately cease. In the event that the Employee Executive is eligible to receive the severance benefits provided for by this Section 4.4, the Executive shall subsequently not be eligible to receive income from providing the Employee’s services to severance benefits under any person or entityother Company plan, including self-employment incomepolicy, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlagreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay terminate your employment during the Term for any or no reason. If such termination is not for Cause or by reason of your death or Disability, then, in addition to the Accrued Obligations, and in lieu of notice. If the any other severance benefits otherwise payable under any Company terminates the Employee’s employment without Causepolicy or otherwise, the Company’s obligation or any other damages payable in connection with such termination, you will be entitled to: (1) a payment equal to the Employee shall be limited solely to (i) unpaid base salary accrued up to sum of your annual Base Salary plus the effective date Minimum Bonus, payable over the one year period following termination of termination plus any accrued but unpaid benefits to your employment in twelve equal monthly installments paid on the effective first of each month beginning with the month following the date of termination, (2) the Prorated Bonus, (3) one year of continued medical, dental and other benefits that may be in effect on the date of termination of your employment, provided if the Company’s plans do not permit you to participate on this basis, the Company will provide such benefits outside of the plans and provided that if you become employed during this period and are eligible for comparable coverage from your new employer, the Company shall cease providing such benefits, (4) continued vesting of your Restricted Shares as if your employment had not terminated, and (5) payment of any unpaid bonus earned Market Cap Bonuses that otherwise would have been payable based on Paramount’s satisfying the Paramount Market Cap and Average Trading Volume thresholds during the 1-year period following termination of your employment had your employment not terminated, and payment of 50% of any Market Cap Bonuses that otherwise would have been payable based on Paramount’s satisfying the Paramount Market Cap and Average Trading Volume thresholds during the 1-year period following the first anniversary of termination of your employment had your employment not terminated. Your right to the payments and benefits set forth in accordance clauses (1) through (5) above (collectively the “Severance Benefits”) shall be conditional upon your continuing compliance with the then applicable bonus plan restrictive covenants contained in Section 10, as well as your execution, delivery and nonrevocation of a release of claims in favor of the Group in substantially the form attached as Exhibit D. If you fail to comply with the restrictive covenants set forth in Section 10 (other than an inadvertent and immaterial failure) or program to deliver the release described above, you will forfeit all cash Severance Benefits (including the provision of benefits under clause (3) above) that have not been paid and forfeit all Restricted Shares that are unvested as of the date of notice of noncompliance from the Company. In addition, if you fail to comply with the restrictive covenants set forth in Section 10 (other than an inadvertent and immaterial failure), you must either deliver to the effective date Group 50% of termination; and (ii) if such number of Restricted Shares that became vested within the Employee has been employed by the Company for a 12 month period of at least twelve (12) months prior to the effective date of termination (and only in such event)notice of noncompliance from the Company, then severance or cash in an amount equal to the Employee’s then-current base salary fair market value of such Restricted Shares on such date based on the 20 trading day trailing average of the closing prices for a period share of six (6) monthsParamount common stock. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to You will pay the Company an irrevocable general release under the preceding sentence within 14 days of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed notice by the CompanyGroup. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first If you are eligible for a cash payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) 2), it shall be made 60 days after the end of the second sentence of this paragraph unless fiscal year in which termination occurs, and if you are eligible for a cash payment under clause (3), it shall be made in a lump sum 15 days after the Employee has delivered the irrevocable general release of claims agreement described above date on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s which your employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlterminated.
Appears in 1 contract
Samples: Paramount Acquisition Corp
Termination by the Company Without Cause. The Company shall have the rightmay, at any timetime and without prior written notice, to terminate Executive without Cause. In the Employeeevent that Executive’s employment with the Company is terminated by the Company without Cause by giving written notice Cause, Executive shall receive payment for all earned but unpaid Base Salary, and benefits Executive is then entitled to receive under benefit plans of the Company, if any, less standard withholdings for tax and social security purposes, through the Date of Termination. In addition, provided that Executive executes a release of claims against the Company in a form reasonably satisfactory to the EmployeeCompany (but which release shall expressly exclude (a) any claims that cannot be waived or released as a matter of law by private agreement, which termination (b) any statutory or other indemnity rights of Executive whether arising under contract, statute, insurance policy or corporate governance documents (such as articles of incorporation or bylaws), or (c) any claims to all or any portion of any payments owed or owing to Executive under this Agreement), and provided that such release becomes effective, Executive shall be effective receive (i) within 75 days, severance payment in a lump sum of an amount equal to two (2) times Executive’s then-current Base Salary, subject to tax withholding requirements; (ii) the Company shall continue Executive’s benefits under Section 3.5.1 for a period of thirty (30) calendar days following the Date of Termination and reimbursement for Executive’s life insurance premium benefit under Section 3.5.3 shall be pro-rated from the date of such written notice. The Company may provide the annual renewal immediately preceding the Date of Termination to that date that is thirty (30) days’ pay days following the Date of Termination, each subject to tax withholding requirements; (iii) payment of a prorated portion (based on the number of days Executive was actually employed in lieu the relevant year) of notice. If the Company terminates amount of all bonuses that Executive would be eligible to receive under the Employee’s employment without CauseExecutive Bonus Plan pursuant to Section 3.3, if any, for the Company’s obligation to year in which the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of terminationoccurs, as and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of terminationwhen payments become payable under such Plan; and (iiiv) if payment on Executive’s behalf of monthly continuation premiums for health insurance under Federal or State COBRA, or private insurance once COBRA coverage becomes unavailable (but capped, on a monthly basis, at the Employee has been employed monthly premium paid by the Company for a COBRA coverage as of the end of the relevant period of at least twelve (12) months prior to the effective date of termination (and only in such eventactual COBRA coverage), then severance in an amount equal to the Employee’s then-current base salary for a period of six 24 months following the Date of Termination, as and when such premiums become due and payable (6) months. The Employee’s rights with regard it being acknowledged and agreed that the parties hereto will reasonably cooperate to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt substitute other consideration in lieu of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (iiv) in the event that the parties mutually determine that any such payment likely would cause a violation of Section 105(h) of the second sentence Code or other applicable law). Subject to Section 7.3, no other compensation of this paragraph), the Employee must any kind or severance or other payment of any kind shall be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to payable by the Company an irrevocable general release to Executive after such Date of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of terminationTermination; provided, however, that the first such installment nothing in this Agreement shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general construed as a release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year any claims that cannot be waived or released as a matter of a Change law by private agreement, (2) any statutory or other indemnity rights of Control Executive whether arising under contract, statute, insurance policy or corporate governance documents (such as described in Section 3 articles of incorporation or bylaws), or (3) any claims to all or any portion of any payments owed or owing to Executive under this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. If, during the Term, the Company terminates Employee’s employment other than for Cause or the occurrence of Employee’s death or Disability, and other than as provided in the last sentence of Section 6(d), Employee shall be entitled to continue to receive (i) any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) any Bonus for a fiscal year, which was not completed before the effectiveness of such termination, through the date of effectiveness of such termination, to the extent earned, pro-rated (based on a percentage defined by a fraction, the numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s annual audited financial statements and (iii) Employee’s Base Salary that would have been paid from the date of effectiveness of such termination through the end of the Term (paid in periodic payments which correspond to the Company’s regular payroll periods); provided that any payments set out in clauses (i), (ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have the right, at any time, no further obligations to terminate the Employee’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time, to terminate the Employee’s employment with time without “Cause” (as defined in Section 6(b)) by the Company without Cause by giving upon sixty (60) days’ prior written notice to the Employee, which Executive. Any termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, including a mutual obligation of non-disparagement, and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of at least twelve (12) months prior from the Date of Termination and shall pay to the effective date of termination (and only Executive in such event)monthly installments over the year, then severance in an amount equal to the EmployeeExecutive’s then-current base salary cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the executive had in place at the time of termination for a period of six twelve (12) months from the Date of Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months, the executive shall have (6) months. The Employee’s rights with regard further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in order to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits continue coverage that he is eligible for under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlCOBRA provisions.
Appears in 1 contract
Samples: Employment Agreement (Albany Molecular Research Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time, to may terminate the Employee’s employment with under this Agreement without Cause at any time by giving no less than ninety (90) calendar days’ written notice to Employee. However, in the event of Employee’s Separation from Service (as defined in Section 9(a) below) as a result of Employee’s termination by the Company without Cause by giving written notice Cause, and subject to the Employeeprovisions of Section 9 below, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Causeagrees that it will provide Employee with all accrued compensation, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to wages and benefits through the effective date of termination and pay and/or provide to Employee the following: an amount equal to two (2) times Employee’s then-prevailing Base Salary; plus any accrued but unpaid benefits an amount equal to two times the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program average Annual Bonus paid to the effective date of termination; and (ii) if the Employee has been employed by the Company for the three most recently completed fiscal years in which a period of at least twelve (12) months prior to the effective date of termination (and only cash bonus program covering Employee was in such event), then severance in effect or an amount equal to the Employee’s then-current base salary for a period of six (6) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that Annual Bonus was otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of terminationpaid. For the avoidance of doubt, (A) in the event there are less than three years in which a cash bonus program covering Employee was in effect, the average Annual Bonus shall be determined solely with respect to such lesser number of years, (B) to the extent Employee received no payment or benefit shall ever be Annual Bonus in a year due to the fact that no bonus targets were set or the Company’s Compensation Committee or Board of Directors did not determine whether the bonus targets had been achieved, and not because of a failure to meet applicable performance objectives, such year will not be taken into account in determining the foregoing average, and (C) to the extent Employee under clause received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (iiusing zero (0) as the applicable bonus) in determining the foregoing average; plus twenty-four (24) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the second sentence Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus if Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of this paragraph unless termination, then the Employee has delivered Company shall cause the irrevocable general release portion of claims agreement described above on or before such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the 30th day six (6) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination. The , and Employee shall have no duty one hundred and twenty (120) days to mitigate damages under exercise any stock options that vest pursuant to this Section 2(b) during Section. In all other respects, such awards will continue to be subject to the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations terms and conditions of the Company hereunder. Notwithstanding anything herein to the contraryplans, this Section 2(b) shall not apply if the Employee’s employment is terminated by any, under which they were granted and any applicable agreements between the Company or a succeeding entity without Cause upon or within one and Employee The amounts described in paragraphs (1) year and (2) shall be paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be made within sixty (60) days following the date of Employee’s Separation from Service and the second installment to be made on the first anniversary Employee’s Separation from Service (the “Severance Period”). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive the foregoing installment payments shall be treated as a Change right to receive a series of Control as described separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in Section 3 of this Agreement. In such case, no amount shall be paid pursuant to this Section 3 8(a) unless, on or prior to the fifty-fifth (55th) day following the date of this Agreement shall controlEmployee’s Separation from Service, Employee has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any applicable revocation period has expired.
Appears in 1 contract
Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company shall have the rightmay, by delivering 30 days prior written notice to Employee, terminate Employee's employment at any timetime without cause, to terminate and the Employee’s employment with the Company without Cause Employee may, by giving delivering 30 days prior written notice to the Company, terminate Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice's employment for "Good Reason," as defined below. If the Company terminates the Employee’s employment such termination without Causecause or for Good Reason occurs, the Company’s obligation to the Employee shall be limited solely entitled to receive a lump-sum payment equal to the sum of (a) two times the sum of (i) unpaid base salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with his Base Salary at the then applicable bonus plan or program to the effective date of termination; current rate and (ii) the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the year in which the termination occurs and (b) if termination occurs in the fourth quarter of a calendar year, the sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee has been employed by for the Company year in which the termination occurs prorated daily based on the number of days from the beginning of the calendar year in which the termination occurs to and including the date of termination. Employee shall also receive all earned but unpaid bonuses for the year prior to the year in which the termination occurs and shall receive (i) for a period of at least twelve two years following termination of employment, continuing coverage and benefits comparable to all life, health and disability insurance plans which the Company from time to time makes available to its management executives and their families, (12ii) months prior a lump-sum payment equal to two times the effective date of termination (and only in such eventstipulated flexible perquisites amount pursuant to Section 2(d), then severance in an amount equal to and (iii) two years additional service credit under the Employee’s thencurrent non-current base salary for a period of six (6) months. The Employee’s rights with regard to equity incentive awardsqualified supplemental pension plans, including stock options and restricted stock unitsor successors thereto, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid applicable to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For All unvested stock options held by Employee on the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) date of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above termination shall become immediately vested and all restrictions on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event restricted stock then held by the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, no such income shall in any manner offset or otherwise reduce the payment obligations terminate. For purposes of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 2(b) 5 and Section 9, the provisions of such sections shall not apply if to awards under the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall control1998 Performance Incentive Compensation Plan.
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time, to terminate the Employee’s employment with time without “Cause” (as defined in Section 6(b)) by the Company without Cause by giving upon sixty (60) days’ prior written notice to the Employee, which Executive. Any termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days’ pay in lieu of notice. If the Company terminates the Employee’s employment without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective date of termination 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 program to the effective date of termination; and (ii) if the Employee has been employed by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of at least twelve (12) months prior from the Date of Termination and shall pay to the effective date of termination (and only Executive in such event)monthly installments over the year, then severance in an amount equal to the EmployeeExecutive’s then-current base salary cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the executive had in place at the time of termination for a period of six twelve (12) months from the Date of Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months, the executive shall have (6) months. The Employee’s rights with regard further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in order to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between the Employee and the Company. As a condition to the Employee’s receipt of the post-employment payments and benefits continue coverage that he is eligible for under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one (1) year of a Change of Control as described in Section 3 of this Agreement. In such case, Section 3 of this Agreement shall controlCOBRA provisions.
Appears in 1 contract
Samples: Employment Agreement (Albany Molecular Research Inc)
